Common use of Pledge Clause in Contracts

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor 2.01. Each Pledgor, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations, hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgeethe Collateral Agent, for the benefit of itself and the Purchasersother Secured Parties, a first lien on and first priority perfected continuing security interest and Lien in, and a right to set off against, any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing, or owned, acquired or arising hereafter (the “Pledged Collateral”): (a) (i) any of such Pledgor’s right, title and interest in and to any Initial Pledged Company set forth opposite its name in Schedule I and the Initial Pledged Equity Securities set forth opposite its name on Schedule I, and all of its rights, as a member in or owner of such Initial Pledged Company, in and to the property (and interests in property) that is owned by any such Initial Pledged Company, (ii) all of such Pledgor’s rights under or arising pursuant to the Organizational Documents, (iii) all of such Pledgor’s rights to participate in the management of any such Initial Pledged Company, (iv) all rights, privileges, authority and powers of such Pledgor as owner or holder of the Initial Pledged Equity Securities in any such Initial Pledged Company, including all contract rights related thereto, (v) all documents, Instruments and certificates representing or evidencing such Pledgor’s Equity Securities in any such Initial Pledged Company, (vi) all of such Pledgor’s interest in and to the profits and losses of any such Initial Pledged Company and such Pledgor’s right as a member of any such Initial Pledged Company to receive distributions of any such Initial Pledged Company’s respective assets, upon complete, or partial liquidation or otherwise, (vii) all Distributions, Cash, Instruments, subscriptions, warrants, rights, benefits, distributions, premiums, profits, interest, documents of title and other Documents, Accounts, contract rights, Inventory, Equipment, General Intangibles and intangibles, Deposit Accounts, Chattel Paper, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for any and all of the foregoing, or Proceeds thereof (including any Cash, stock, member interests, or other securities or Instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Initial Pledged Companies and any claims against financial intermediaries under Article 8 of the UCC and Article 9 of the UCC or otherwise), (viii) Proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any and all of the foregoing, or Proceeds thereof, (ix) payments (in any form whatsoever) made or due and payable to each Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing, or Proceeds thereof, (x) any other right, title, interest, privilege, authority and power, of such Pledgor in or relating to any ownership interest in such Initial Pledged Company, all whether now existing or hereafter arising, whether arising under the Organizational Documents(s) or otherwise, or at law or in equity and any and all Proceeds (including Proceeds of Proceeds) of any of the foregoing and all books and records of such Pledgor pertaining to any of the foregoing, and (xi) other amounts from time to time paid or payable under or in connection with any of the foregoing, or Proceeds thereof; (b) (i) such Pledgor’s right, title and interest in and to any additional Equity Securities (such Equity Securities, together with the Initial Pledged Equity Securities, the “Pledged Equity Securities”) in any Pledged Persons from time to time acquired by such Pledgor in any manner (such Pledged Persons, together with the Initial Pledged Companies, being the “Pledged Companies”), and all of its rights, as a member in or owner of such Pledged Company, in and to the property (and interests in property) that is owned by any such Pledged Company, (ii) all of such Pledgor’s rights under or arising pursuant to the Organizational Documents in respect of such Pledged Company, (iii) all of such Pledgor’s rights to participate in the management of any such Pledged Company, (iv) all rights, privileges, authority and powers of such Pledgor as owner or holder of the Pledged Equity Securities in any such Pledged Company, including all contract rights related thereto, (v) all documents, Instruments and certificates representing or evidencing such Pledgor’s Equity Securities in any such Pledged Company, (vi) all of such Pledgor’s interest in and to the profits and losses of any such Pledged Company and such Pledgor’s right as a member of any such Pledged Company to receive distributions of any such Pledged Company’s respective assets, upon complete, or partial liquidation or otherwise, (vii) all Distributions, Cash, Instruments, subscriptions, warrants, rights, benefits, distributions, premiums, profits, interest, documents of title and other equity interests Documents, Accounts, contract rights, Inventory, Equipment, General Intangibles and intangibles, Deposit Accounts, Chattel Paper, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for any and all of the Pledge Entities foregoing, or Proceeds thereof (including any Cash, stock, member interests, or other securities or Instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Pledged Companies and any claims against financial intermediaries under Article 8 of the UCC and Article 9 of the UCC or otherwise), (viii) all Proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any and all of the foregoing, or Proceeds thereof, (ix) all payments (in any form whatsoever) made or due and payable to each Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing, or Proceeds thereof, (x) any other right, title, interest, privilege, authority and power, of such Pledgor in or relating to any ownership interest in such Pledged Company, all whether now existing or hereafter arising, whether arising under the Organizational Document(s) or otherwise, or at law or in equity and any and all Proceeds (including Proceeds of Proceeds) of any of the foregoing and all books and records of such Pledgor pertaining to any of the foregoing, and (xi) other amounts from time to time paid or payable under or in connection with any of the foregoing, or Proceeds thereof; (c) all other claims of any kind or nature and any Instruments, certificates, Chattel Paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by such Pledgor against the Pledged Companies or any subsidiary of the Pledged Companies or any other person having any liability to shareholders with respect to the Pledged Equity Securities; and (d) all Investment Property and securities now owned or hereafter acquired by such Pledgor with respect to any of the property described in paragraphs (collectively, the “Pledged Interests”a), (iib) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vic) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) above of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral2.01. (b) Each Pledged Interest consisting 2.02. Notwithstanding anything to the contrary contained in this Pledge Agreement, no Subsidiary of either (i) a membership interest in a Person that is a limited liability company CBII shall grant any Lien on any of its property or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 assets to secure any Secured Obligations of the UCCCBII.

Pledge. (a) The As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby pledgesassigns and pledges to the Collateral Agent, its successors and permitted assigns, hypothecates, transfers, delivers and grants to Pledgee, for the ratable benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of such Pledgor’s right, title and interest in, to and under (a)(i) the Pledged Equity and other equity interests debt obligations listed opposite the name of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)on Schedule II, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other shares of instruments, if any, evidencing such debt securities (the “Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this AgreementDebt Securities”); (iib) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 3.05 hereof, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any for or all of upon the Pledged Collateral (as defined below)conversion of, and without affecting all other proceeds received in respect of, the obligations of the Pledgor under any provision of the Security Agreement, securities referred to in the event of any consolidation or merger in which the Pledgor is not the surviving corporationclause (a) above; (c) subject to Section 3.05 hereof, all shares rights and privileges of each class or Pledged Equity of such Pledgor with respect to the successor entity formed by or resulting from such consolidation or merger (the collateral described securities and other property referred to in clauses (ia) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (vid) of this Section 2 above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, as collateral security to the extent consistent with the terms of the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) ratable benefit of the Obligations. All of Secured Parties, forever; subject, however, to the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoterms, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor covenants and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralconditions hereinafter set forth. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants Notwithstanding anything to Pledgee, for the benefit of itself and the Purchaserscontrary contained herein, a first lien on Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and first priority perfected security interest in that is (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any other shares person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of Pledged Equity hereafter pledged this Section 17 are complied with; provided, further, that a Pledgee of Note B-1, Note B-2 or referred to be pledged Note B-3 that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee pursuant may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this AgreementSection 17. Upon written notice by the pledging Holder to the non-pledging Holders and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) all “investment property” to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holders hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such term is defined in §9-102(a)(49) Pledgee without the written consent of the UCC (as defined below) with respect theretosuch Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any “security entitlement” notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such term is defined in § 8-102(a)(17) of the UCC with respect theretocure were made by such pledging Holder; (v) all books and records relating that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the foregoingServicer; and (vi) all Accessions that, upon written notice (a “Redirection Notice”) to the non-pledging Holders and Proceeds the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (as each is defined which notice need not be joined in or confirmed by the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwisepledging Holder), dividendsand until such Redirection Notice is withdrawn or rescinded by such Pledgee, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or is otherwise distributed in respect of, or in exchange for, the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holders and the Servicer from any or all liability to the pledging Holder on account of the Pledged Collateral Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as defined belowto such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and without affecting its successor and assigns that are Qualified Institutional Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the Pledgor pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under any provision of this Section 17 shall remain effective as to each non-pledging Holder (and the Security AgreementServicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralpledged Note has terminated. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The As collateral security for the due and prompt payment in full and complete performance of the Indenture Obligations, and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising, under, or arising out of, the Senior Note Indenture, the Pledgor hereby pledges, assigns, hypothecates, transfers, sets over and delivers unto the Senior Note Trustee and hereby grants to Pledgee, unto the Senior Note Trustee for the benefit of itself the Holders and the Purchasersunto their respective successors and assigns, a first lien on and first priority perfected security interest in all of the right, title and interest of the Pledgor in, to and under any and all of the following described property, rights and interests (icollectively, the "Pledged Collateral"): (a) all of the Pledged issued and outstanding Equity and other equity interests Interests directly owned by the Pledgor of the Pledge Entities subsidiaries identified on Schedule A attached hereto (the "Pledged Subsidiaries"), subject to obtaining the Approvals (as defined); (b) all other Equity Interests, now or hereafter owned or hereafter acquired by the Pledgor and wherever located, of the Pledged Subsidiaries and the certificates representing such Pledgor securities, and any present or future options, warrants or other rights to subscribe for or purchase any of the foregoing described in subsections 1(a) or 1(b) hereof or any notes, bonds, debentures or other evidences of indebtedness that (collectivelyi) are at any time convertible, exchangeable or exercisable into Equity Interests of the “Pledged Interests”), Subsidiaries or (ii) have or at any other shares time could by their terms have voting rights with respect to any matter affecting the Pledged Subsidiaries and all securities, certificates and instruments representing or evidencing ownership of Pledged Equity hereafter pledged or any of the foregoing (the property described in subsections 1(a) and 1(b) hereof, being referred to be pledged herein collectively as the "Pledged Securities"); (c) to the Pledgee pursuant extent not included in the foregoing, all of Pledgor's rights, claims or other general intangibles constituting, or arising out of or relating to, its rights as a general partner, limited partner or managing general partner of any Pledged Subsidiary, including, without limitation, its share in the profits and losses of any such Pledged Subsidiary and its right as such partner to this Agreementreceive distributions of the Pledged Subsidiary's assets or income, in each case whether arising under a partnership agreement or applicable law, created by operation of law, or otherwise; (d) to the extent not included in the foregoing, all rights, claims and other general intangibles of such Pledged Subsidiary against any third party, to the extent the same may be asserted or realized upon by Pledgor; and (iie) subject to the provisions of Section 6 hereof, all “investment property” dividends, distributions, cash, instruments and other property or securities (including, without limitation, any security as such term is defined in §9-102(a)(49) Article 8 of the UCC (Uniform Commercial Code as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined effect in the applicable jurisdiction at such time (the "UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise")), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, now or sell, and other property, rights, and interest that such Pledgor is hereafter at any time entitled or from time to receive time received or is receivable or otherwise distributed or distributable in respect of, of or in exchange for, for any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All proceeds of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) Secured Parties all of the Pledged Equity shares of beneficial interest in the Tenant (the "PLEDGED SHARES") listed in EXHIBIT A attached hereto and all other shares of beneficial interest in the Tenant in which the Pledgor may have rights from time to time and any other securities or other investment property and other equity interests collateral of the Pledge Entities Pledgor now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred which under this Agreement are required to be pledged to the Pledgee pursuant to this Agreement; (ii) Secured Parties, and in each case, all “certificates representing such Pledged Shares or other investment property” as such term is defined property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in §9-102(a)(49) respect of the UCC (as defined below) Pledged Shares, together with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) proceeds of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instrumentsnotes, rights securities or other property from time to subscribetime acquired, purchase, receivable or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, the foregoing, (the Pledged Shares and any additional securities or collateral pledged hereunder, collectively, the "PLEDGED COLLATERAL"), and the Pledgor hereby grants to the Secured Parties a security interest in all of the Pledged Collateral (and the proceeds thereof as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt due and complete punctual payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsSecured Obligations (as hereinafter defined). All of The Pledgor has delivered to and deposited with the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from Secured Parties any and all certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates other instruments representing the Pledged Interests Collateral and undated trust share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations. If in the future the Pledgor possesses or controls any additional other certificates or other instruments representing the Pledged Collateral. (b) Each Pledged Interest consisting , the Pledgor shall immediately and without notice deliver the same to the Secured Parties together with undated trust share powers endorsed in blank, as security for the payment and performance of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 all of the UCCSecured Obligations.

Pledge. (a) The As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledgesassigns and pledges to the Collateral Agent, its successors and permitted assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Equity and other equity interests Stock as of the Pledge Entities now owned or hereafter acquired date hereof shall be listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged InterestsStock”); provided, that the Pledged Stock shall not include any Excluded Securities; (b)(i) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other shares of instruments, if any, evidencing such debt securities (collectively, the “Pledged Equity hereafter pledged or referred to be pledged to Debt Securities”); provided, that the Pledgee pursuant to this AgreementPledged Debt Securities shall not include any Excluded Securities; (iic) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 2.06, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any for or all of upon the Pledged Collateral (as defined below)conversion of, and without affecting all other Proceeds received in respect of, the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities referred to in clauses (ia) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”); provided, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturityavoidance of doubt, by acceleration or otherwise) of the Obligations. All that none of the Pledged Interests now owned by Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledgor which are presently represented by certificates are listed on Exhibit A heretoPledged Collateral, which certificatestogether with all right, with undated assignments separate from certificates title, interest, powers, privileges and preferences pertaining or stock/membership interest powers duly executed in blank by such Pledgor incidental thereto, unto the Collateral Agent, its successors and irrevocable proxiespermitted assigns, are being delivered to Pledgee simultaneously herewith. Upon for the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody benefit of the certificates representing Secured Parties, forever; subject, however, to the Pledged Interests terms, covenants and any additional Pledged Collateralconditions hereinafter set forth. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, ------ delivers and grants to Pledgee, for itself and the benefit of itself and the Purchasersall Lenders, a first lien (other than Inchoate Tax Liens) on and first priority perfected security interest in (ia) all of the Pledged Equity capital stock of each Domestic Subsidiary, which is a corporation, except those Domestic Subsidiaries described in Schedule I hereto and other equity interests the capital stock ---------- of each Foreign Subsidiary, which is a corporation (in no event to exceed 66% of the Pledge Entities capital stock such Foreign Subsidiary), except those Foreign Subsidiaries described in Schedule I hereto, in each case now owned or hereafter acquired owned by such Pledgor ---------- (collectively, the “"Pledged Interests”Shares"), (iib) all other property hereafter delivered to Pledgor in substitution for or in addition to the Pledged Shares, (c) any other shares property of Pledged Equity Pledgor, as described in Section 4 below or otherwise, now or hereafter pledged or delivered by Pledgor to Pledgee, and (d) any and all proceeds thereof (all such property being hereinafter referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged "Collateral”"), as collateral security for (i) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All all of the Pledged Interests now Borrower Obligations, and (iii) the due and punctual payment and performance by Pledgor of its obligations and liabilities under, arising out of, or in connection with this Agreement including, without limitation, any taxes and expenses payable pursuant to Section 18 hereof (all of the foregoing being hereinafter referred to collectively as the "Liabilities"). Other than with respect to those Subsidiaries listed on Schedule I hereto, all of the issued and ---------- outstanding capital stock of each Domestic Subsidiary and up to 66% of the capital stock of each Foreign Subsidiary presently owned by the Pledgor which are presently is represented by stock certificates are listed on Exhibit A hereto, which stock certificates, together with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxiesPledgor, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests Shares in accordance with Section 5 below and any additional shall return the Pledged CollateralShares in accordance with said section. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor Pledgors hereby pledges, assigns, hypothecates, transfers, delivers and grants pledge to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) Secured Parties all of the shares of stock, membership interests or other ownership interests in the Subtenants (the “Pledged Equity Interests”) listed in Exhibit B attached hereto and all other shares of stock, membership interests or other ownership interests in the Subtenants in which the Pledgors may have rights from time to time and any other securities or other investment property and other equity interests collateral of the Pledge Entities Pledgors now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred which under this Agreement are required to be pledged to the Pledgee pursuant to this Agreement; (ii) Secured Parties, and in each case, all “certificates representing such Pledged Interests or other investment property” as such term is defined property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in §9-102(a)(49) respect of the UCC (as defined below) Pledged Interests, together with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) proceeds of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instrumentsnotes, rights securities or other property from time to subscribetime acquired, purchase, receivable or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the foregoing, (the Pledged Collateral (as defined below)Interests and any additional securities or collateral pledged hereunder, and without affecting the obligations of the Pledgor under any provision of the Security Agreementcollectively, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), and the Pledgors hereby grant to the Secured Parties a security interest in all of the Pledged Collateral and the proceeds thereof as collateral security for the prompt due and complete punctual payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsSecured Obligations (as hereinafter defined). All of The Pledgors have delivered to and deposited with the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from Secured Parties any and all certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates other instruments representing the Pledged Interests Collateral and undated stock powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations. If in the future any additional Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral. (b) Each Pledged Interest consisting , such Pledgor shall immediately and without notice deliver the same to the Secured Parties together with undated stock powers endorsed in blank, as security for the payment and performance of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 all of the UCCSecured Obligations.

Pledge. (a) The A. Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the PurchasersBuyer, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and Capital Stock or other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged InterestsShares”), (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other shares property of Pledged Equity Pledgor described in Section 4 below or otherwise, whether now or hereafter pledged delivered to, or referred to be pledged to in the Pledgee pursuant to this Agreement; possession or custody of Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viiv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsLiabili-ties (as defined in the Security Agreement). All of the Pledged Interests Shares now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged InterestsShares, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests Shares and any additional Pledged Collateral. (b) Each B. Pledgor shall cause each Pledged Interest Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) to be “securities” governed by Article 8 of the UCC at all times. Pledgor shall cause the applicable Persons to issue certificates evidencing such membership interests or partnership interests (1if any) to Pledgor. Pledgor shall not cause and shall not permit any Pledged Entity which is not a corporation to “opt-out” of Article 8 of the UCC. Pledgor shall not take, and will shall not be evidenced by a certificate and (2) permit any Pledged Entity which is not and will not a corporation to take, any actions to cause the capital stock, membership interests, partnership interests or similar equity interests of such Pledged Entity to cease to be deemed a classified as “securitysecurities” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself Pledgee and the PurchasersLenders, a first lien on and first priority perfected security interest in (ia) all the shares of capital stock of the Pledged Equity Subsidiaries owned by Pledgor and other equity interests set forth in Part 1 of the Pledge Entities now owned or hereafter acquired by such Pledgor Exhibit A attached hereto (collectively, the “"Pledged Shares") and (b) the membership interests of the Subsidiaries owned by Pledgor and set forth in Part 2 of Exhibit A (the "Pledged Interests”"), (iic) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Shares or the Pledged Interests, (d) any other shares of Pledged Equity property described in Section 4 below, now or hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect ofdelivered to, or in exchange forthe possession or custody of, any or Pledgor and (e) all proceeds of the Pledged Collateral collateral described in the preceding clauses (as defined belowa), (b), (c) and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (d) (the collateral described in clauses (ia) through (vie) of this Section 2 being collectively referred to as the “"Pledged Collateral”"), as collateral security for for: (a) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the ObligationsLiabilities of Pledgor under the Loan Agreement; and (b) the due and punctual payment and performance by Pledgor of its obligations and liabilities under, arising out of or in connection with this Agreement; (the liabilities described in the preceding subsections (i) and (ii) being referred to hereinafter collectively as the "Liabilities"). All of the Pledged Collateral now owned by Pledgor which is presently represented by stock certificates is listed in Part 1 of Exhibit A hereto, which stock certificates, together with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously herewith. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on in Part 2 of Exhibit A hereto, none of which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed are certificated. Pledgor shall execute a Joinder to Pledge Agreement (in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the form of Exhibit B hereto) upon creation or acquisition of any new Pledged Interests, Pledgor shall Subsidiary and will cause each such Subsidiary to execute an Addendum Acknowledgment (in the form of Exhibit B attached hereto (a “Pledge Addendum”C hereto). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed Pledgee, on Exhibit A hereto. Pledgee behalf of the Lenders, shall maintain possession and custody of the certificates and other instruments representing the Pledged Shares, the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each of the Pledgors hereby pledgesassigns and pledges to the Collateral Agent, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in all of such Pledgor’s right, title and interest in, to and under: (ia) all Equity Interests held by it that are listed on Schedule 10(a) of the Perfection Certificate and any other Equity Interests in any material Wholly Owned Subsidiaries directly held in the future by such Pledgor and the certificates representing all such Equity Interests (if any) (the “Pledged Equity”); provided, that the Pledged Equity shall not include Excluded Equity Interests; (b) (A) the debt securities owned by it and other equity interests of listed Schedule 11 to the Pledge Entities now owned or hereafter acquired Perfection Certificate, (B) any debt securities obtained in the future by such Pledgor and (collectively, C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged InterestsDebt”); provided, that the Pledged Debt shall not include any Excluded Property; (iic) any all other shares of Pledged Equity hereafter pledged or referred property that may be delivered to be pledged and held by the Collateral Agent pursuant to the Pledgee pursuant terms of this Section 3.1; (d) subject to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 3.6, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any for or all of upon the Pledged Collateral (as defined below)conversion of, and without affecting all other Proceeds received in respect of, the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities referred to in clauses (ia) and (b) above; (e) subject to Section 3.6, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (vif) of this Section 2 above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, as collateral security together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) benefit of the Obligations. All Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth, including the final paragraph of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged CollateralSection 2.1. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) 1.1 The Pledgor hereby pledgespledges with effect from the Effective Date, assignsin favour of the Vendors, hypothecateswho accept, transfers, delivers and grants to Pledgee, the Pledged Shares as security for the benefit due and punctual payment of itself the Secured Obligations. 1.2 In constitution of the Pledge, the Pledgor shall within ten (10) calendar days from the Effective Date, deliver the share certificates relating to the Pledged Shares to the Vendors, who accept to hold the Pledged Shares and certificates under the Purchasers, a first lien on and first priority perfected terms hereof. 1.3 The Parties expressly agree that the Pledge is being granted to the Vendors as security interest in (i) all for the Secured Obligations. 1.4 The Pledge confers upon the Vendors the right to obtain payment out of the Pledged Equity Shares with privilege over other creditors as provided by Greek Law and other equity interests a right of retention over the Pledged Shares which entitle the Vendors to retain the benefits under this Agreement until such time as the full amount of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectivelySecured Obligations shall have been paid in full. 1.5 Subject to the terms and conditions of this Agreement, the “Pledged Interests”Pledge shall extend to and include all dividends and all shares (and dividends in respect thereof), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is monies or other property accruing or offered at any time entitled by way of redemption, substitution, bonus, preference, option or otherwise to receive or is otherwise distributed in respect of, or in exchange for, of any or all of the Pledged Collateral (as defined below)Shares and all allotments, accretions, offered and without affecting the obligations of the Pledgor under other rights, benefits and advantages whatsoever at any provision of the Security Agreementtime accruing, made, offered or arising in the event respect of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by Shares. 1.6 Nothing in this Agreement shall be construed as placing on the Vendors, or either of them, prior to the eventual disposal or appropriation of the Pledged Shares, any liability whatsoever in respect of any calls, instalments or other payments relating to any of the Pledged Shares or to any rights, shares or other securities accruing, offered or arising as aforesaid, and the Pledgor which are presently represented and the Purchasers shall at all times indemnify and hold harmless the Vendors against and from all demands made against either the Pledgor or the Pledged Shares, payments made by certificates are listed on Exhibit A heretoit, which certificatesand costs, with undated assignments separate from certificates expenses, damages, losses or stock/membership interest powers duly executed other liabilities incurred or suffered by it at any time in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition respect of any new Pledged Interestssuch calls, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralinstalments or other payments as aforesaid. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgeethe Collateral Agent, for the benefit of itself and the Purchasersother Investors, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee Collateral Agent pursuant to this Agreement; (iiiii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor Pledgor, which are presently represented by certificates certificates, are listed on Exhibit A hereto, which certificates, with undated assignments separate from the certificates or stock/membership interest powers duly executed in blank by such Pledgor and to the extent such certificates are available and not covered by an existing lien or pledge, or irrevocable proxies, are being delivered to Pledgee the Collateral Agent simultaneously herewithwith the execution of this Agreement. Upon the creation or acquisition of any new Pledged Interests, to the extent such certificates are available and not covered by an existing lien or pledge, the Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”)) and deliver the original certificates for the Pledge Equity to the Collateral Agent. Any Pledged Collateral described in a Pledge Addendum executed by the Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee Upon delivery to the Collateral Agent, the Collateral Agent shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) . Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each of the Pledgors hereby pledgesassigns and pledges to the Collateral Agent, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in all of such Pledgor’s right, title and interest in, to and under: (ia) all Equity Interests held by it that are listed on Schedule 10(a) of the Perfection Certificate and any other Equity Interests in any material Wholly Owned Subsidiaries directly held in the future by such Pledgor and the certificates representing all such Equity Interests (if any) (the “Pledged Equity”); provided, that the Pledged Equity shall not include Excluded Equity Interests; (b) (A) the debt securities owned by it and other equity interests of listed Schedule 11 to the Pledge Entities now owned or hereafter acquired Perfection Certificate, (B) any debt securities obtained in the future by such Pledgor and (collectively, C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged InterestsDebt”); provided, that the Pledged Debt shall not include any Excluded Property; (iic) any all other shares of Pledged Equity hereafter pledged or referred property that may be delivered to be pledged and held by the Collateral Agent pursuant to the Pledgee pursuant terms of this Section 2.1; (d) subject to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 2.6, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any for or all of upon the Pledged Collateral (as defined below)conversion of, and without affecting all other Proceeds received in respect of, the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities referred to in clauses (ia) and (b) above; (e) subject to Section 2.6, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (vif) of this Section 2 above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, as collateral security together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) benefit of the Obligations. All Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth, including the final paragraph of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged CollateralSection 3.1. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in in, transfers and delivers unto Pledgee each of the following (ithe "Collateral"): (a) all of Pledgor's right, title and interest in and to the shares (the "Pledged Shares") of capital stock described in Schedule I hereto and the certificates, if any, representing the Pledged Equity Shares, and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Collateral Shares; (as defined below)b) all additional shares (the "Additional Shares") of capital stock or other equity interest of any issuer of any Pledged Shares from time to time acquired by Pledgor in any manner and the certificates, if any, representing such additional shares, and without affecting all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; (c) all other rights appurtenant to the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral property described in clauses (ia) through and (vib) above (including, without limitation, voting rights); and (d) all cash and non-cash proceeds of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt any and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) all of the Obligationsforegoing. All of Certificates representing the certificated Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed Shares set forth on Exhibit A Schedule I hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers accompanied by proper instruments of assignment duly executed in blank by such Pledgor and irrevocable proxiesPledgor, are being herewith delivered to Pledgee simultaneously herewithPledgee. Upon the creation or Promptly upon Pledgor's acquisition of any new Additional Shares, Pledgor, will (i) deliver proper instruments of assignment duly executed in blank by Pledgor together with any certificates representing such Additional Shares, whereupon such Additional Shares shall be Pledged Interests, Shares; and (ii) amend Schedule I to include such Additional Shares. Any Collateral which may at any time be in the possession of Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor be promptly delivered to Pledgee, and prior thereto, shall thereafter be deemed to be listed held in trust on Exhibit A heretobehalf of Pledgee. Pledgee shall maintain possession is hereby authorized upon an Event of Default to hold any and custody all of the certificates representing Collateral delivered to it in its own name, or, at Pledgee's option, to cause such items to be transferred to and held in the Pledged Interests name of a nominee. If any securities now or hereafter acquired by the Pledgor are uncertificated and are issued to the Pledgor or its nominee directly by the issuer thereof, the Pledgor shall immediately notify the Pledgee thereof and, at the Pledgee's request and option, under an agreement in form and substance satisfactory to the Pledgee, either (a) cause the issuer to agree to comply, without further consent of the Pledgor or such nominee, at any additional Pledged Collateral. time with instructions from the Pledgee as to such securities, or (b) Each Pledged Interest consisting arrange for the Pledgee to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Pledgor are held by the Pledgor or its nominee through a securities intermediary, the Pledgor shall immediately notify the Pledgee thereof and, at the Pledgee's request and option, under an agreement in form and substance satisfactory to the Pledgee, either (i) a membership interest cause such securities intermediary to agree to comply, in a Person that is a limited liability company each case without further consent of the Pledgor or such nominee, at any time with entitlement orders or other instructions from the Pledgee to such securities intermediary as to such securities or (ii) in the case of financial assets or other investment property held through a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 securities intermediary, arrange for the Pledgee to become the entitlement holder with respect to such investment property, with the Pledgor being permitted, only with the consent of the UCCPledgee, to exercise rights to withdraw or otherwise deal with such investment property. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Pledgee is the securities intermediary.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants Notwithstanding anything to Pledgee, for the benefit of itself and the Purchaserscontrary contained herein, a first lien on Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and first priority perfected security interest in that is (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any other shares person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of Pledged Equity hereafter pledged this Section 17 are complied with; provided, further, that a Pledgee of Note B-1, Note B-2 or referred to be pledged Note B-3 that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the Note A Holder; provided, further, that no Pledgee pursuant may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this AgreementSection 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) all “investment property” to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such term is defined in §9-102(a)(49) Pledgee without the written consent of the UCC (as defined below) with respect theretosuch Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any “security entitlement” notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such term is defined in § 8-102(a)(17) of the UCC with respect theretocure were made by such pledging Holder; (v) all books and records relating that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the foregoingServicer; and (vi) all Accessions that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and Proceeds the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (as each is defined which notice need not be joined in or confirmed by the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwisepledging Holder), dividendsand until such Redirection Notice is withdrawn or rescinded by such Pledgee, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or is otherwise distributed in respect of, or in exchange for, the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any or all liability to the pledging Holder on account of the Pledged Collateral Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as defined belowto such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and without affecting its successor and assigns that are Qualified Institutional Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the Pledgor pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under any provision of this Section 17 shall remain effective as to the Security Agreementnon-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralpledged Note has terminated. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants Notwithstanding anything to Pledgee, for the benefit of itself and the Purchaserscontrary contained herein, a first lien on Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and first priority perfected security interest in that is (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any other shares person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of Pledged Equity hereafter pledged this Section 17 are complied with; provided, further, that a Pledgee of Note B-1, Note B-2, Note B-3, Note B-4, Note B-5 or referred to be pledged Note B-6 that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the Lead Note A Holder; provided, further, that no Pledgee pursuant may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this AgreementSection 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) all “investment property” to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such term is defined in §9-102(a)(49) Pledgee without the written consent of the UCC (as defined below) with respect theretosuch Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any “security entitlement” notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such term is defined in § 8-102(a)(17) of the UCC with respect theretocure were made by such pledging Holder; (v) all books and records relating that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the foregoingServicer; and (vi) all Accessions that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and Proceeds the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (as each is defined which notice need not be joined in or confirmed by the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwisepledging Holder), dividendsand until such Redirection Notice is withdrawn or rescinded by such Pledgee, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or is otherwise distributed in respect of, or in exchange for, the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any or all liability to the pledging Holder on account of the Pledged Collateral Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as defined belowto such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and without affecting its successor and assigns that are Qualified Institutional Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the Pledgor pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under any provision of this Section 17 shall remain effective as to the Security Agreementnon-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralpledged Note has terminated. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgeethe Administrative Agent, for the benefit of itself the Administrative Agent, the Lenders, the Issuing Banks and the Purchasersother Holders, and grants to the Administrative Agent for the benefit of the Administrative Agent, the Lenders, the Issuing Banks and the other Holders, a first lien on and first priority perfected security interest in (i) all of in, the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “"Pledged Collateral"): (a) All of the right, title and interest of the Pledgor in the Equity Interests”, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares being identified on EXHIBIT A attached hereto and made a part hereof), all options and warrants for the purchase of additional equity interests now or hereafter held in the name of the Pledgor (ii) any other shares all of Pledged said Equity hereafter pledged Interests, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to be pledged as the "Pledged Stock"), herewith delivered to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined Administrative Agent accompanied by stock powers in the UCC) form of the foregoingEXHIBIT B attached hereto and made a part hereof duly executed in blank, including, without limitation, and all distributions (cash, stock, or otherwise), dividends, stock dividends, securitiesdistributions, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral.Stock; (b) Each Pledged Interest consisting of either All additional equity interests from time to time acquired by the Pledgor in any manner, and the certificates representing such additional equity interests (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 any such additional equity interests shall constitute part of the UCCPledged Stock and the Administrative Agent is irrevocably authorized to amend EXHIBIT A from time to time to reflect such additional equity interests), and all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such equity interests; (c) The property and interests in property described in SECTION 4 below; and (d) All proceeds of the foregoing.

Pledge. Pledgor hereby pledges to Trustee, for its own benefit and the benefit of the Noteholders, and grants to Trustee, for its own benefit and the benefit of Noteholders, a security interest in: (a) The the shares of stock of each "Issuer" identified on Schedule I hereto held by Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for (the benefit of itself "Pledged Shares") and the Purchasers, a first lien on and first priority perfected security interest in (i) all of certificates representing the Pledged Equity Shares, and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securitiescash dividends, cash, instruments, rights to subscribe, purchase, or sell, chattel paper and other property, rights, property or proceeds and interest that such Pledgor is at any products from time entitled to receive time received, receivable or is otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral.Shares; (b) Each Pledged Interest consisting all additional shares of either stock of each Issuer at any time acquired by Pledgor in any manner, and the certificates representing such additional shares (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 any such additional shares shall constitute part of the UCCPledged Shares under this Agreement), and all stock dividends, cash dividends, cash, instruments, chattel paper and other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all proceeds of any of the foregoing (the assets described in this Section 1 are collectively referred to as, the "Pledged Collateral"). (d) Notwithstanding anything in this Agreement to the contrary, the liens securing this Mortgage are subordinate in the manner and to the extent set forth in that certain Lien Subordination Agreement (the "Subordination Agreement") dated as of the date hereof among Trustee, Neenah Foundry and the other "Companies" (as defined therein) party thereto and Fleet Capital Corporation ("Agent"), to the liens securing the indebtedness (including interest) owed by the Companies pursuant to or in connection with that certain Loan and Security Agreement dated as of the date hereof among Neenah Foundry, certain of the other Companies, Agent and the lenders from time to time party thereto, as such Loan and Security Agreement may be amended, supplemented or otherwise modified from time to time and to indebtedness refinancing the indebtedness under such Loan and Security Agreement; and the Trustee (on behalf of itself and each Noteholder), by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement and each agreement made therein by the Trustee on its behalf.

Pledge. (a) The Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the any Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsLiabilities. All of the Pledged Interests now owned by the each Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers To secure the Obligations and grants to Pledgee, for the benefit of itself purposes set forth in Section 1, each Pledgor hereby: (i) grants and pledges to the Purchasers, Pledgee a first lien on and first priority perfected security interest in (i) all of the Pledged Equity Collateral owned by such Pledgor; (ii) pledges and other equity interests of deposits as security with the Pledge Entities now Pledgee the Securities owned or hereafter acquired by such Pledgor (collectivelyon the date hereof, the “Pledged Interests”)if any, (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged and delivers to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined certificates or instruments therefor, duly endorsed in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined blank in the UCC) case of the foregoing, including, without limitation, all distributions (cash, stock, Notes and accompanied by undated stock or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxiesin the case of Stock, are being delivered to Pledgee simultaneously herewith. Upon the creation Partnership Interests or acquisition of any new Pledged Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Agreement; (iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interest and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation: (a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall execute an Addendum at any time be entitled in the form respect of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral.such Partnership Interest and/or Membership Interest; (b) Each Pledged all other payments due or to become due to such Pledgor in respect of such Partnership Interest consisting of either (i) a membership interest in a Person that is a and/or Membership Interest, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (iic) a partnership interest in a Person that is a partnership (all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest; (d) (1) is not all present and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 future claims, if any, of the UCCPledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise; (e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interest or Membership Interest and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (g) to the extent not otherwise included, all proceeds of any or all of the foregoing.

Pledge. (a) The Pledgor As security for the payment or performance in full when due of the Secured Obligations, including each Guarantee of the Secured Obligations made pursuant to Article 10 of the Indenture, each Grantor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgeethe Collateral Agent, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in all of such Grantor’s right, title and interest in, to and under (ia) all of the Pledged Equity and other equity interests of the Pledge Entities Interests now owned or hereafter acquired directly held by such Pledgor Grantor in (collectivelyx) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) CF Industries Nitrogen, LLC, a Delaware limited liability company, including in the case of each of clauses (x) and (y) the Equity Interests listed on Schedule I, and the certificates, if any, representing all such Equity Interests (the “Pledged InterestsEquity”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iib) all “investment property” as the Indebtedness owed to such term is defined in §9-102(a)(49) Grantor and listed opposite the name of the UCC such Grantor on Schedule I and any Indebtedness (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, any intercompany notes) directly obtained in the future by such Grantor and the certificates, promissory notes and other instruments, if any, evidencing such Indebtedness (the “Pledged Debt”); (c) all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, any or and all of other Proceeds received in respect of, the Pledged Collateral Equity and Pledged Debt; (as defined belowd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and without affecting the obligations (c) above; and (e) subject to Section 2.06, all Proceeds of any of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (ia) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything in the Indenture, as collateral this Agreement or any other Collateral Document to the contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security for the prompt interest in, and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All none of the Pledged Interests now owned by Collateral shall include, any Excluded Assets. TO HAVE AND TO HOLD the Pledgor which are presently represented by certificates are listed on Exhibit A heretoPledged Collateral, which certificatestogether with all right, with undated assignments separate from certificates title, interest, powers, privileges and preferences pertaining or stock/membership interest powers duly executed in blank by such Pledgor incidental thereto, unto the Collateral Agent, its successors and irrevocable proxiesassigns, are being delivered to Pledgee simultaneously herewith. Upon for the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody benefit of the certificates representing Secured Parties, forever, subject, however, to the Pledged Interests terms, covenants and any additional Pledged Collateralconditions hereinafter set forth. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) 3.1 The Pledgor Pledgor, as a continuing security for the full and punctual payment or performance when and if due of the Secured Obligations, hereby pledges, assigns, hypothecates, transfers, delivers absolutely and grants to unconditionally charges and pledges in favour of the Pledgee, for the benefit by way of itself first ranking fixed pledge and the Purchasers, a first lien on assigns to and first priority perfected security interest in (i) all favour of the Pledged Equity Pledgee, by way of first ranking fixed charge and other equity interests of pledge the Pledge Entities now owned or hereafter acquired by such Pledgor following assets (collectively, the “Pledged InterestsAssets”)): 3.1.1 all right, (ii) any other shares title and interest of Pledged Equity hereafter pledged or referred to be pledged the Pledgor in and to the Pledgee pursuant to this Agreement; Pledged Shares, including all distributions (ii) all “investment property” as such term is defined in §9-102(a)(49the Companies Law) and bonus shares distributed and issued in relation thereto, including all dividends, collections, income or otherwise arising from or out of the UCC Pledged Shares, moneys paid or payable in relation thereto (as defined belowincluding all liquidation proceeds, redemption proceeds and repaid capital in case of a capital decrease) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) and all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingshares, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividendswarrants, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is moneys or property accruing or offered at any time entitled in relation to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral Shares by way of redemption, substitution, exchange, bonus, pursuant to option rights or otherwise (as defined below“Related Rights”), and without affecting the obligations all rights of the Pledgor under any provision as a shareholder of the Security Company, whether under Law and/or under the organizational documents of the Company which derive from the Pledged Shares or any Related Rights ; 3.1.2 all rights of the Pledgor as a beneficiary in the Trust Account and rights of the Pledgor as a beneficiary in all securities, moneys, credit balances, securities, documents, instruments and other assets, now or at any time deposited in the Trust Account and any investments part of, credited to or in connection with the Trust Account and all interest, dividends and other income derived thereon or therefrom, certificates and instruments and all assets received, receivable or otherwise distributed in respect of such Trust Account and such investments; 3.1.3 all rights of the Pledgor as a beneficiary under the Trust Agreement, in respect of and to the event extent applicable to the Pledged Shares; 3.1.4 all rights of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred and to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by Account and all securities, moneys, credit balances, securities, documents, instruments and other assets, deposited in the Pledged Account at any time, and any investments part of, credited to or in connection with the Pledged Account and all interest, dividends and other income derived thereon or therefrom, certificates and instruments and all assets received, receivable or otherwise distributed in respect of such Pledged Account and such investments. With respect to the Pledged Account, it is hereby agreed as follows: 3.1.4.1 Within no later than the date hereof, the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered undertakes to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing open the Pledged Interests Account and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either to provide the Pledgee with: (i) a membership interest confirmation from the Pledged Account Bank, substantially in a Person that is a limited liability company the form attached hereto as Exhibit A or in other form reasonably satisfactory to the Pledgee, and (ii) an executed trust agreement with respect to the signatory rights in the Pledged Account (which such agreement shall be counter-signed by the Pledgee), substantially in the form attached hereto as Exhibit B or in other form reasonably satisfactory to the Pledgee; and 3.1.4.2 Within no later than the date hereof, the Pledgor shall execute and/or deliver to the Pledgee an amendment of, or supplement to, this Pledge Agreement in order to create a partnership first ranking fixed pledge over the Pledged Account and to execute and deliver to the Pledgee all notices of pledge and other documents required to be registered with the Israeli Registrar of Pledges and the ACRA in order to register the pledge created over the Pledged Accountwithin its statutorily prescribed deadlines (if applicable). For the avoidance of doubt, any failure to deliver any additional and/or new pledge or amendment of, or supplement to, this Pledge Agreement or any notices of pledge and other documents required to be filed or registered with the Israeli Registrar of Pledges and the ACRA shall not derogate from any of the rights or pledges created hereunder and the Pledged Account shall be subject to this Pledge Agreement even if no new pledge or amendment of, or supplement to, this Agreement have been executed or no notices of pledge and other documents required to be filed or registered with the Israeli Registrar of Pledges and the ACRA have been filed or registered. The Pledgor hereby irrevocably appoints the Pledgee, to be its attorney acting severally, for purposes of filing and registering or otherwise perfecting the security interest granted over the Pledged Account, in its name and on its behalf, and the Pledgor hereby ratifies, confirms and agrees to ratify and confirm all such acts or things made, done or executed under such authority; and 3.1.5 any Pledged Cash. and, to the extent not included in the foregoing, any and all proceeds, products and benefits deriving from such pledged assets, including those received upon any collection, exchange, sale or other disposition of such pledged assets and any property into which such pledged assets are converted, whether cash or non-cash. For the avoidance of doubt, the Pledgor shall be entitled to participate in a Person rights offering of the Company’s securities, including on account of the Pledged Shares, and in such event the Pledged Assets shall not include any additional securities and rights related thereto purchased by the Pledgor in such rights offering. 3.2 In order to secure the rights of the Pledgee in respect of the Pledged Assets, the Pledgor hereby undertakes and confirms as follows: 3.2.1 it has furnished to the Pledgee certified corporate approvals of the Pledgor approving the execution, delivery and performance of all obligations under this Pledge Agreement; 3.2.2 it has furnished to the Pledgee a legal opinion from a reputable local counsel (in Pledgor’s jurisdiction) in a form reasonably acceptable to the Pledgee; 3.2.3 it has provided the Trustee, a notice and irrevocable instructions in the form attached hereto as Exhibit C (“Trustee Notice and Irrevocable Instructions”), and has provided the Pledgee, on the Effective Date, a countersigned acknowledgment thereof by the Trustee, and the Pledgee undertakes to execute and deliver to the Pledgor evidence of executing the confirmation to the Trustee Notice and Irrevocable Instructions promptly upon receipt thereof countersigned by the Trustee. Without derogating from any of the instructions under the Trustee Notice and Irrevocable Instructions, it is hereby clarified that the Pledgor shall not instruct the Trustee to transfer any Pledged Shares, Related Rights and/or Pledged Cash from the Trust Account (except in case of sale or release of Pledged Shares and/or Pledged Cash which is permitted hereunder), until the Pledgee confirms in writing to the Trustee that Pledged Account has been opened and pledged in accordance with this Pledge Agreement; 3.2.4 it has provided a partnership signed acknowledgement from the Trust Account Bank, substantially in the form attached hereto as Exhibit D or in other form satisfactory to the Pledgee; 3.2.5 it has duly signed and delivered to the Pledgee all such documents required under applicable law for the purpose of registering the pledges hereby created with the Israeli Registrar of Pledges, including an original form of Notice to the Pledges Registrar (if any) (Form #1) and has furnished to the Pledgee evidence of registration of the pledges created hereunder with the Israeli Pledges Registrar; and 3.2.6 it has duly signed and delivered to the Pledgee all such documents required under Singapore law for the purpose of registering the pledges hereby created with the ACRA and has furnished to the Pledgee evidence of its filing with the ACRA (provided that if it is not and will not be evidenced by a certificate and (2) possible to file with ACRA on the date hereof due to technical failure related to ACRA, the Pledgor shall furnish to the Pledgee such evidence of filing on the first succeeding day in which it is not and will not be deemed a “security” governed by Article 8 possible to file with ACRA). 3.3 Following request of the UCCPledgee, the Pledgor shall take all action (including any perfection and/or registration actions) as the Pledgee may reasonably require (at the Pledgor’s own cost and expense) so that the pledges created hereunder or pursuant hereto shall be valid, binding and perfected against other creditors (including those claiming to be creditors) of the Pledgor. 3.4 Upon any share split, reverse share split, reclassification of the Pledged Shares or any other similar event, Pledgor will execute, promptly following such event, a pledge in the same form, mutatis mutandis, as this Pledge Agreement in respect of such additional shares or other securities, as the case may be, and take all action (including any perfection and/or registration actions) as the Pledgee may reasonably require (at the Pledgor’s own cost and expense) so that such new pledges created hereunder or pursuant hereto shall be valid, binding and perfected against other creditors (including those claiming to be creditors) of the Pledgor. Any failure to deliver any additional and/or new pledge or Pledges shall not derogate from any of the rights or pledges granted hereunder. Upon any reverse share split or any other similar event, Pledged Shares shall be released as appropriate such that the portion of the Pledged Shares as a percentage of the total outstanding shares of the Company is the same as it was prior to such reverse share split or similar event.

Pledge. (a) The Pledgor As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, Springleaf hereby pledgesassigns and pledges to the Collateral Agent, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of Springleaf’s right, title and interest in, to and under all Equity Interests issued by the Pledged Borrower and any successor entity, including in any event the Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor Interests identified on Schedule I hereto (collectively, the “Pledged InterestsEquity”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) payments of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity; (iii) all rights and privileges of Springleaf with respect to the securities and other property referred to in clauses (i) and (ii) above; and (iv) all Proceeds of any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (i) through (viiv) of this Section 2 above being collectively referred to as the “Pledged Collateral”); provided, as collateral security for however, that the prompt and complete payment and performance when due maximum amount of Secured Obligations that is secured hereunder is limited to an amount equal to (whether at the stated maturity, by acceleration or otherwisea) 10% of the Obligations. All Consolidated Net Worth of Springleaf (as defined in and calculated in accordance with, the Pledged Interests now owned by Existing Indenture as in effect on the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. Restatement Effective Date) less (b) Each the aggregate principal amount of Indebtedness secured by Liens on assets of Springleaf and its Subsidiaries as shown on Schedule 9.10 to the Disclosure Letter. TO HAVE AND TO HOLD the Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not incidental thereto, unto the Collateral Agent, its successors and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 assigns, for the benefit of the UCCSecured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) The As security for the prompt performance and payment in full of the Secured Obligations, each Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, sets over and delivers unto the Administrative Agent, for its own benefit and grants to Pledgee, for the benefit of itself the other Secured Parties, and grants to the PurchasersAdministrative Agent, for its own benefit and for the benefit of the other Secured Parties, a first lien on and first priority perfected security interest in (i) in, all of such Pledgor’s right, title and interest in, to and under the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “Pledged Collateral”): (a) the Pledged Interests”), ; (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iib) all “investment property” as distributions, cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof to which such term is defined Pledgor shall at any time be entitled in §9-102(a)(49) respect of the UCC Pledged Interests; (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (vc) all books and records relating other payments due or to the foregoing; and (vi) all Accessions and Proceeds (as each is defined become due to such Pledgor in the UCC) respect of any of the foregoing; (d) all of such Pledgor’s claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any of the foregoing; (e) all of such Pledgor’s rights to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to any of the foregoing including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights any power to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through terminate, cancel or modify any agreement, (ii) execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable Issuer thereof, (iii) exercise voting rights or make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any “put”, right of first offer or first refusal, or other option, (vi) exercise any right of this Section 2 being collectively referred to as the “Pledged Collateral”)redemption or repurchase, as collateral security (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) any of the Obligations. All foregoing, (ix) enforce or execute any checks, or other instruments or orders, (x) file any claims and to take any action in connection with any of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoforegoing, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by (xi) otherwise act as if such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon were the creation or acquisition absolute owner of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the such Pledged Interests and any additional Pledged Collateral.all rights associated therewith; (bf) Each Pledged Interest consisting all certificates and instruments representing or evidencing any of either the foregoing; (g) all other property hereafter delivered in substitution for or in addition to any of the foregoing; (h) all other rights, titles, interests, powers, privileges and preferences pertaining to any of the foregoing; and (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 all Proceeds of any of the UCCforegoing.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the PurchasersBuyers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and capital stock or other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged InterestsShares”), (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other shares property of Pledged Equity Pledgor, as described in Section 4 below, whether now or hereafter pledged delivered to, or referred to be pledged in the possession or custody of Pledgor on or in respect to the Pledgee pursuant to this Agreement; Pledged Shares, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viiv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsLiabilities. All of the Pledged Interests Shares now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewithwithin fifteen (15) Business Days after the Closing. Upon the creation or acquisition of any new Pledged InterestsShares, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain actual physical possession and custody of the certificates representing the Pledged Interests Shares and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person . Pledgor covenants and agrees that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and it will not be evidenced vote or otherwise consent to the issuance by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 any Pledge Entity of any securities or rights to acquire securities to any party other than the UCCPledgor.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in all of such Pledgor’s right, title and interest in, to and under (a) The Pledgor hereby pledgesall the shares of Capital Stock owned by it (including, assignswithout limitation, hypothecates, transfers, delivers those listed on Schedule II hereto) and grants to Pledgee, for any shares of Capital Stock of any Subsidiary obtained in the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired future by such Pledgor and the certificates representing all such shares or interests (collectively, the “Pledged InterestsStock”); provided that the Pledged Stock shall not include (i) any Capital Stock owned directly by Crown Holdings, (ii) any other more than 65% of the issued and outstanding shares of Pledged Equity hereafter pledged voting stock of any Non-U.S. Subsidiary or referred to be pledged (iii) to the Pledgee extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b) all other property that may be delivered to and held by the Collateral Agent pursuant to this Agreementthe terms hereof; (iic) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 5, all distributions (cash, stock, or otherwise), payments of dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rightsreceivable or otherwise distributed, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (e) all proceeds of any or and all of the Pledged foregoing (all the foregoing, collectively, the “Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged CollateralSecurities”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, ) shall be accompanied by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and irrevocable proxiessuch other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, are being which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to Pledgee simultaneously herewiththe terms, covenants and conditions hereinafter set forth. Upon Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the creation or acquisition extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any new Pledged Interestsnegative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall execute an Addendum in be equal to the form maximum aggregate amount of Exhibit B attached hereto (a “Pledge Addendum”)Obligations then outstanding. Any Pledged If any Collateral described in a Pledge Addendum executed by Pledgor constitutes Restricted Securities any payments or repayments of the Obligations shall thereafter not be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody applied against, or to reduce, the amount of the certificates representing the Pledged Interests and any additional Pledged CollateralRestricted Secured Indebtedness that may be secured hereby. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (ai) The To secure the Obligations and for the purposes set forth in Section 1 hereof, each Pledgor hereby pledges, pledges and collaterally assigns, hypothecates, transfers, delivers and grants to Pledgeea security interest in and lien on, in favor of Pledgee for the benefit of itself the Pledgee and the Purchasersother Secured Parties, a first lien on all of such Pledgor's right, title and first priority perfected security interest in, to, and under (A) the Pledged Collateral, (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, certificates, liquidation rights and interests, options, rights, warrants, instruments or other property from time to time received, receivable or otherwise distributed in (i) respect of or in exchange or substitution for any and all of the Pledged Equity and other equity interests Collateral (excluding any of the Pledge Entities foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of Capital Stock pledged under this Agreement to exceed, with respect to such Issuer, the Designated Number or (ii) such Pledged Collateral to constitute Excluded Capital Stock, in each case, after giving effect to such issuances), (D) such Pledgor's right to vote the Pledged Collateral, and (E) all proceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”"Collateral"). Notwithstanding the foregoing, the term Collateral shall in no event include the Excluded Capital Stock of any Issuer. (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of If the Pledged Collateral (as defined below)is evidenced by certificates, then such Pledgor shall concurrently herewith deposit with the Pledgee, for the benefit of itself, the other Secured Parties and without affecting the obligations Administrative Agent, in accordance with the terms of the Pledgor under any provision of the Security Intercreditor Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now Collateral owned by such Pledgor on the date hereof and the certificates representing the Pledged Collateral endorsed in blank by such Pledgor which are presently represented or accompanied by certificates are listed on Exhibit A heretoundated stock powers or instruments of transfer, which certificatesin each case, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor. If any Capital Stock does not constitute Pledged Collateral but instead constitutes Excluded Capital Stock that is evidenced by certificates, then such Pledgor shall concurrently herewith deposit with the Pledgee, (x) for the benefit of the Administrative Agent (and irrevocable proxiesnot any Secured Party), are being delivered in accordance with the terms of the Intercreditor Agreement and (y) on behalf of such Pledgor, such Excluded Capital Stock owned by such Pledgor on the date hereof and the certificates representing such Excluded Capital Stock endorsed in blank by such Pledgor or accompanied by undated stock powers or instruments of transfer, in each case, duly executed in blank by such Pledgor. For the avoidance of doubt, if any certificate or instrument representing any Pledged Collateral also represents any Excluded Capital Stock, the Lien created hereunder shall only attach to the Capital Stock evidenced thereby to the extent such Capital Stock does not constitute Excluded Capital Stock. (iii) Whether or not the Pledged Collateral is evidenced by certificates, such Pledgor shall, and hereby authorizes the Pledgee simultaneously herewithto, file a Code Financing Statement naming such Pledgor as debtor and the Pledgee as secured party with respect to the Collateral in the applicable filing office and in such form and containing such substance as may be necessary to perfect the security interest of the Pledgee in the Pledged Collateral by the filing of a Code Financing Statement; provided, however, that no such authorization shall obligate the Pledgee to make any such filing. Upon Notwithstanding anything to the creation contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or acquisition liable for any obligations or liabilities of such Pledgor in such Pledgor's capacity as a holder of any new Pledged InterestsCapital Stock of any Issuer, Pledgor and the Pledgee shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter not be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody have assumed any of the certificates representing the Pledged Interests and any additional Pledged Collateralsuch obligations or liabilities. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Pledgee and the PurchasersLenders, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests capital stock of the Pledge Entities Panther Sub now owned or hereafter thereafter acquired by such Pledgor (collectively, the “Pledged InterestsShares”); (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Shares, (iii) any other property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viiv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for for: (a) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; and (b) the due and punctual payment and performance by Pledgor of its obligations, liabilities and Indebtedness under, arising out of or in connection with this Agreement, the Guaranty and any other Loan Documents to which Pledgor is a party; (all of the foregoing being referred to hereinafter collectively as the “Liabilities”). All of the Pledged Interests Shares now owned by the Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock certificates, with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously herewith. Upon Pledgee, on behalf of the creation or acquisition of any new Pledged InterestsLenders, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests Shares and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers pledges and grants to Pledgee, the Collateral Agent for its benefit and for the benefit of itself and the PurchasersSecured Parties, a first lien on and first priority perfected security interest in (i) and to all of the Pledged Equity right, title and other equity interest of such Pledgor in, to and under all personal property and interests of the Pledge Entities in property, wherever located, whether now owned existing or hereafter arising or acquired by such Pledgor from time to time (collectively, the “Pledged InterestsCollateral”), including, without limitation: (iii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; all Accounts; (ii) all “investment property” as such term is defined in §9-102(a)(49Equipment, Goods, Inventory and Fixtures; (iii) of the UCC (as defined below) with respect thereto; all Documents, Instruments and Chattel Paper; (iv) any “security entitlement” as such term is defined in § 8all Letters of Credit and Letter-102(a)(17) of the UCC with respect thereto; of-Credit Rights; (v) all Securities Collateral; (vi) all Collateral Accounts; (vii) all Investment Property; (viii) all Intellectual Property Collateral; (ix) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (x) all General Intangibles; (xi) all Deposit Accounts; (xii) all Supporting Obligations; (xiii) all books and records relating to the foregoingPledged Collateral; and (xiv) to the extent not covered by clauses (i) through (xiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible and (vi) all Accessions Proceeds and Proceeds (as products of each is defined in of the UCC) foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, includingany and all proceeds of any insurance, without limitationindemnity, all distributions (cash, stock, warranty or otherwise), dividends, stock dividends, securities, cash, instruments, rights guaranty payable to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at from time to time with respect to any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting foregoing. Notwithstanding anything to the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described contrary contained in clauses (i) through (vixiii) of above, the security interest created by this Section 2 being collectively referred to as Agreement shall not extend to, and the term “Pledged Collateral”)” shall not include, as collateral security for the prompt any Excluded Property and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest the Pledgors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in a Person reasonable detail the Special Property (and stating in such notice that is a limited liability company or such Special Property constitutes “Excluded Property”) and shall provide to the Collateral Agent such other information regarding the Special Property as the Collateral Agent may reasonably request and (ii) from and after the Loans, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, lease or license, a partnership interest provision that would prohibit the creation of a Lien on such permit, lease or license in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 favor of the UCCCollateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type.

Pledge. (a) The Pledgor hereby pledgespledges to the Company, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, Company a first lien on and first priority perfected security interest in (i) in, all of the Pledged Equity and other equity interests of the Pledge Entities following, whether now owned or hereafter acquired by such Pledgor acquired: (collectively, i) the “Initial Pledged Interests”)Shares, (ii) the "Additional Pledged Shares," (iii) distributions in respect of, in substitution for, or in exchange for any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC Pledged Shares (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) including by way of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingstock dividend, including, without limitation, all asset distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligationsunpaid principal of, and unpaid interest on, the Note, (iv) all of Pledgor’s federal and state income tax refunds arising from AMT Recoveries, and (v) all proceeds of the foregoing. All Commencing on the date one year from the date hereof, in the event that at any time thereafter the "Fair Market Value" of the Pledged Interests now owned by Shares is less than the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership outstanding principal amount of the Note and accrued and unpaid interest powers duly executed in blank by (the "Loan Balance") at such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Intereststime, Pledgor shall execute an Addendum deposit with the Company, within 10 business days, additional certificates representing Common Shares of the Company (the "Additional Pledged Shares"), together with executed stock powers in the form of Exhibit B attached hereto (as Exhibit B, such that the aggregate Fair Market Value of the Pledged Shares, including the Additional Pledged Shares at the time of the additional deposit, is no less than 110% of the then outstanding Loan Balance. The Company's sole remedy for a “Pledge Addendum”)failure to comply with the preceding sentence shall be to declare a Default under Section 7 of this Agreement and exercise its remedies thereunder. Any Pledged Collateral described in a Pledge Addendum executed by Pledgor At any time of determination of the "Fair Market Value" of Common Shares, such value shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody the average of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 per share closing price of the UCCCommon Shares on the principal market on which such shares are traded for the previous ten trading days, unless trading is suspended in which case the value shall be determined in good faith by the Board of Directors of the Company.

Pledge. (a) The As collateral security for the payment and performance in full of all the Obligations, each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers pledges and grants to Pledgee, the Administrative Agent for its benefit and for the benefit of itself and the PurchasersSecured Parties, a first lien on and first priority perfected security interest in (i) and to all of the Pledged Equity right, title and other equity interest of such Pledgor in, to and under all personal property and interests of the Pledge Entities in personal property, wherever located, whether now owned existing or hereafter arising or acquired by such Pledgor from time to time (collectively, the “Pledged InterestsCollateral”), including, without limitation: (iii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; all Accounts; (ii) all “investment property” as such term is defined in §9-102(a)(49Equipment, Goods, Inventory and Fixtures; (iii) of the UCC (as defined below) with respect thereto; all Documents, Instruments and Chattel Paper; (iv) any “security entitlement” as such term is defined in § 8all letters of credit and Letter-102(a)(17) of the UCC with respect thereto; of-Credit Rights; (v) all Securities Collateral; (vi) all Collateral Accounts; (vii) all Investment Property; (viii) all Intellectual Property Collateral; (ix) the Commercial Tort Claims described on Schedule 14 to the Perfection Certificate; (x) all General Intangibles; (xi) all Deposit Accounts; (xii) all Acquisition Documents and Acquisition Document Rights; (xiii) all Supporting Obligations; (xiv) all books and records relating to the foregoingPledged Collateral; and (xv) to the extent not covered by clauses (i) through (xiv) of this sentence, all other personal property of such Pledgor, whether tangible or intangible and (vi) all Accessions Proceeds and Proceeds (as products of each is defined in of the UCC) foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, includingany and all proceeds of any insurance, without limitationindemnity, all distributions (cash, stock, warranty or otherwise), dividends, stock dividends, securities, cash, instruments, rights guaranty payable to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at from time to time with respect to any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting foregoing. Notwithstanding anything to the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described contrary contained in clauses (i) through (vixv) of above, the security interest created by this Section 2 being collectively referred to as Agreement shall not extend to, and the term “Pledged Collateral”)” shall not include, as collateral security (A) any License to which any Pledgor is a party to the extent, and solely to the extent, and for so long as, and solely for so long as, the prompt and complete payment and performance when due (whether at terms of such License or any Requirement of Law applicable thereto validly prohibit the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank creation by such Pledgor and irrevocable proxiesof a security interest in such License in favor of the Administrative Agent, are being delivered after giving effect to Pledgee simultaneously herewith. Upon Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the creation UCC (or acquisition any successor provision or provisions) or any other applicable law or principles of equity; provided, however, that Proceeds of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral License described in this sentence shall not be excluded from “Pledged Collateral” and (B) certain Inventory to the extent, and solely to the extent, that such Inventory bears a Pledge Addendum executed by Pledgor shall thereafter be deemed trademark subject to be a license agreement listed on Exhibit Annex A hereto. Pledgee hereto that prohibits the granting of a Lien on any Inventory bearing such trademark unless the licensor under the applicable license agreement shall maintain possession and custody have consented in writing to the granting of the certificates representing the Pledged Interests and any additional Pledged Collaterala Lien on such Inventory hereunder. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. To secure the Secured Obligations (a) The as defined in Section 2 below), each Pledgor hereby pledgesTRANSFERS, assignsGRANTS, hypothecatesBARGAINS, transfersSELLS, delivers CONVEYS, HYPOTHECATES, SETS OVER, DELIVERS AND PLEDGES to the Agent for the benefit of the Secured Parties, and grants GRANTS to Pledgeethe Agent, for the benefit of itself and the PurchasersSecured Parties, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity such Pledgor's right, title and other equity interests interest of the Pledge Entities every kind and character now owned or hereafter acquired by such Pledgor (collectivelyacquired, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged created or referred to be pledged arising in and to the Pledgee pursuant to this Agreement; following (iithe "Pledged Collateral"): (a) all “investment property” as such term is defined in §9-102(a)(49) of the UCC Pledged Shares (as defined below) with respect thereto; ); (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (vb) all books shares of capital stock, general and records relating to limited partnership interests, limited liability company interests, trust interests, joint venture interests, ownership rights arising under the foregoing; law of any jurisdiction, and (vi) all Accessions and Proceeds (as each is defined in the UCC) any evidence of the foregoing, includingtogether with any property and rights derivative thereof, without limitationacquired, received or owned by any Pledgor, which, on or after the date of this Agreement, is or becomes, as a result of any occurrence, a Material Subsidiary of the Company; (c) all distributions certificates and similar evidence of ownership representing the Pledged Shares; (cash, stock, or otherwise), d) all cash dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty or proceeds from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Collateral Shares or the shares or interests acquired, received or owned under Section 1(b) hereof; and (as defined below), e) all additions to and without affecting the obligations substitutions for any of the Pledgor under any provision of the Security Agreement, in the event foregoing and all products and proceeds of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoCollateral, which certificates, together with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor all renewals and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition replacements of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing Pledged Collateral, all accounts, accounts receivable, instruments, notes, chattel paper, documents (including all documents of title), books, records, contract rights and general intangibles arising in connection with any of the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers grants and grants assigns to Pledgeethe Agent, for the benefit of itself the Agent and the PurchasersHolders of Secured Obligations, and grants to the Agent for the benefit of the Agent and the Holders of Secured Obligations, a first lien on and first priority perfected security interest in (i) all of in, the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “Pledged Interests”"PLEDGED COLLATERAL"): (a) The membership interest of Pledgor in GRCL and in GOCL now or at any time or times hereafter owned by the Pledgor, and any certificates representing such membership interest in GRCL or in GOCL (such membership interests being identified on Exhibit A attached hereto and made a part hereof), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) right, title and interest of the UCC with respect thereto; (v) all books Pledgor in, to and records relating to the foregoing; and (vi) all Accessions and Proceeds (under its respective percentage interest, shares or units as each is defined in the UCC) of the foregoing, a member including, without limitation, all Pledgor's interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of GRCL and of GOCL and the right to receive distributions (of GRCL's and GOCL's cash, stockother property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Certificate of Formation, the Amended and Restated Limited Liability Company Agreement or any of the other organizational documents (such documents hereinafter collectively referred to as the "OPERATING AGREEMENTS") of GRCL or of GOCL, or otherwise)at law or in equity, dividendsor otherwise and any and all of the proceeds thereof (all of said membership interests, stock dividendscertificates, securitiesand warrants being hereinafter collectively referred to as the "PLEDGED MEMBERSHIP INTEREST") herewith delivered to the Agent accompanied by the certificates or other writings evidencing the same, accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Agent (such instruments being collectively referred to hereinafter as the "POWERS") duly executed in blank, and all distributions, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral.Membership Interest; (b) Each Any additional membership interests in GRCL or GOCL from time to time acquired by the Pledgor in any manner, and any certificates representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in GRCL or in GOCL (any such additional interests shall constitute part of the Pledged Membership Interest consisting and the Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), and all options, warrants, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of either (i) a membership interest or in a Person that is a limited liability company exchange for any or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not all of such shares and will not be evidenced by promptly thereafter deliver to the Lender, a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and certifying that the same have been duly pledged hereunder; (2c) is not The property and will not be deemed a “security” governed by Article 8 interests in property described in Section 3 below; and (d) All proceeds of the UCCforegoing.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral As security for the prompt and complete payment and or performance when due (whether at the stated maturity, by acceleration or otherwise) ), as the case may be, in full of the Secured Obligations. All , each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Pledged Interests Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (whether now owned or hereafter acquired): (a) all Capital Stock directly owned by the Pledgor which are presently represented by certificates are it (including those listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed Schedule II) and any other Capital Stock obtained in blank the future by such Pledgor and irrevocable proxiesany certificates representing all such Capital Stock (all such Capital Stock, are being delivered the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Assets or any Capital Stock directly owned by Holdings other than the Capital Stock of the Lead Borrower; (b) (i) the debt obligations owed to Pledgee simultaneously herewith. Upon such Pledgor listed opposite the creation name of such Pledgor on Schedule II, (ii) any debt obligations in the future issued to such Pledgor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $15,000,000, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets; (c) subject to Section 2.06, all payments of principal or acquisition interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of the Pledged Stock and the Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the Pledged Stock, Pledged Debt and other property referred to in clause (c) above; and (e) all Proceeds of any new of the foregoing (the Pledged InterestsStock, Pledgor Pledged Debt and other property referred to in this clause (e) and in clauses (c) through (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall execute an Addendum not include any Excluded Assets or any assets directly owned by Holdings other than the Capital Stock of the Lead Borrower and any Proceeds thereof. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, to the extent this paragraph is expressly made applicable with respect to any Other First Lien Obligations pursuant to the terms of any Other First Lien Agreement, with respect to such Other First Lien Obligations, in the form event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Exhibit B attached hereto Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (a “Pledge AddendumSEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Lead Borrower or any subsidiary of the Lead Borrower due to the fact that such Person’s Capital Stock or other securities secure such Other First Lien Obligations, then the Capital Stock or other securities of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing such Other First Lien Obligations, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. Any Pledged In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral described in a Pledge Addendum executed favor of the Collateral Agent with respect only to the relevant Other First Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by Pledgor shall thereafter the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Capital Stock of such Person will automatically be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody a part of the certificates representing Collateral for the Pledged Interests relevant Other First Lien Obligations, but only to the extent permitted without the financial statement requirement described in the first sentence of this paragraph becoming applicable. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Capital Stock and other securities from securing the applicable Pledgor’s Secured Obligations (other than the Other First Lien Obligations) at all relevant times or from securing any additional Pledged Collateral. Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any Proceeds of any collection or sale of Capital Stock deemed by this paragraph to no longer constitute part of the Collateral for the relevant Other First Lien Obligations are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such Proceeds shall, notwithstanding the terms of Section 4.02 and the Permitted Pari Passu Intercreditor Agreement (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not upon and will during the effectiveness thereof), not be evidenced by a certificate applied to the payment of such Other First Lien Obligations (and (2) is not and will not shall be deemed a “security” governed by Article 8 of applied as otherwise provided in Section 4.02, as if the UCCrespective Other First Lien Obligations had previously been paid in full in cash).

Pledge. (a) The Pledgor As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, AGFC hereby pledgesassigns and pledges to the Collateral Agent, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of AGFC’s right, title and interest in, to and under all Equity Interests issued by the Pledged Equity Borrower and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor any successor entity (collectively, the “Pledged InterestsEquity”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) payments of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity; (iii) all rights and privileges of AGFC with respect to the securities and other property referred to in clauses (i) and (ii) above; and (iv) all Proceeds of any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (i) through (viiv) of this Section 2 above being collectively referred to as the “Pledged Collateral”); provided, however, that the maximum amount of Secured Obligations that is secured hereunder is limited to any amount, as collateral security for calculated on the prompt and complete payment and performance when due Closing Date by reference to the audited financial statements of AGFC as at December 31, 2009, equal to (whether at a) the stated maturity, by acceleration or otherwiselesser of (i) 10% of the Obligations. All Consolidated Net Worth of AGFC at such time (as defined in and calculated in accordance with, the Existing Indenture as in effect on the Closing Date) and (ii) until July 14, 2010 the amount of secured Indebtedness that is permitted to be incurred under the last paragraph of Section 8.04 of the Pledged Interests now owned by AGFC Credit Facility as in effect on the Pledgor which are presently represented by certificates are listed on Exhibit A heretoClosing Date, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. if lower less (b) Each the aggregate principal amount of Indebtedness secured by Liens on assets of AGFC and its Subsidiaries as shown on Schedule 9.10 to the Disclosure Letter. TO HAVE AND TO HOLD the Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not incidental thereto, unto the Collateral Agent, its successors and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 assigns, for the benefit of the UCCSecured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Pledgee and the PurchasersLenders, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests capital stock of the Pledge Entities Acquisition Co. now owned or hereafter acquired by such Pledgor (collectively, the “Acquisition Pledged InterestsShares”), (ii) any other shares upon the consummation of the Closing Date Merger, all of the capital stock of Panther then owned or thereafter acquired by Pledgor (collectively, the “Panther Pledged Equity hereafter pledged or Shares”; the Acquisition Pledged Shares and the Panther Pledged Shares are referred to be pledged herein collectively as the “Pledged Shares”), (iii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; Pledged Shares, (iv) any “security entitlement” other property of Pledgor, as such term is defined described in § 8-102(a)(17) Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of the UCC with respect thereto; Pledgor, and (v) all books and records relating to proceeds of the foregoing; collateral described in the preceding clauses (i), (ii), (iii) and (viiv) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for for: (a) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; and (b) the due and punctual payment and performance by Pledgor of its obligations, liabilities and Indebtedness under, arising out of or in connection with this Agreement, the Guaranty and any other Loan Documents to which Pledgor is a party; (all of the foregoing being referred to hereinafter collectively as the “Liabilities”). All of the Pledged Interests Shares now owned by the Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock certificates, with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously herewith. Upon Pledgee, on behalf of the creation or acquisition of any new Pledged InterestsLenders, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests Shares and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. As security for the payment and performance of all of the Obligations, the Pledgor hereby pledges to the Pledgee and grants to the Pledgee a security interest (the “Security Interest”) in the following, including any Securities Account, as defined by the Code, containing a Securities Entitlement with respect to the following (the “Collateral”): (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself Pledged Stock and the Purchasers, a first lien on and first priority perfected security interest in (i) all of certificates representing the Pledged Equity Stock, and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral.Stock; (b) Each all additional shares of Stock of the Company of the Pledged Interest Stock from time to time acquired by the Pledgor in any manner, and the certificates representing such additional shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares and all Additional Collateral, as defined herein; and (c) all Proceeds of any and all of the foregoing (including Proceeds that constitute property of types described above). All certificates and instruments representing or evidencing the Pledged Stock shall be delivered to the Pledgee contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing the Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Pledgee promptly upon the Pledgor’s receipt thereof. All such certificates and instruments shall be held by or on behalf of the Pledgee 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 Pledgee together with a legal opinion, in a form suitable to the Pledgee, from the Company’s legal counsel, instructing the Company’s transfer agent to remove any restrictive legends or stop transfer instructions affecting the Pledged Stock so that such Pledged Stock shall be permitted to be sold pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”). With respect to all Pledged Stock consisting of either (i) uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance satisfactory to the Pledgee covering such Pledged Stock. If the Collateral is in the possession of a membership interest bailee, the Pledgor will join with the Pledgee in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 notifying the bailee of the UCCinterest of the Pledgee and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Pledgee.

Pledge. (a) The Pledgor As security for the payment or performance, as the case may be, in full of the Secured Obligations, Grantor hereby pledgesgrants, assigns and pledges to the Collateral Agent, together with its permitted successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the PurchasersSecured Parties, a first lien on and first priority perfected security interest in, all of Grantor’s right, title and interest in, to and under any and all of the following assets, now owned or at any time hereafter acquired by Grantor or in which Grantor now has or at any time in the future may acquire any right, title or interest, regardless of where located: (i) Equity Interests owned by Grantor, including those listed opposite the name of Grantor on Schedule II hereto, (ii) any other Equity Interests obtained in the future by Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); provided that Pledged Equity Interests shall not include any Excluded Assets; (i) the debt securities owned by Grantor, including those listed opposite the name of Grantor on Schedule II hereto, (ii) any debt securities in the future issued to or otherwise acquired by Grantor and (iii) the promissory notes and any other shares of Pledged Equity hereafter pledged or instruments evidencing all such debt securities referred to be pledged to the Pledgee pursuant to this Agreement; in subclauses (i) and (ii) all of this paragraph (b) (collectively, the “investment property” as such term is defined in §9-102(a)(49) of the UCC Pledged Debt Securities”); provided that Pledged Debt Securities shall not include any Excluded Assets; (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (vc) all books other property that may be delivered to and records relating held by the Collateral Agent pursuant to the foregoing; terms of this Section 2.01 and Section 2.02; (vid) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationsubject to Section 2.05, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, any Pledged Equity Interests or all of the any Pledged Collateral Debt Securities; (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporatione) subject to Section 2.05, all shares rights and privileges of each class or Pledged Equity of Grantor with respect to the successor entity formed by or resulting from such consolidation or merger securities and other property referred to in paragraphs (the collateral described in clauses (ia) through (vid) above; and (f) all Proceeds of this Section 2 any of the foregoing unless such Proceeds constitute an Excluded Asset (the items referred to in paragraphs (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of in no event shall the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of Collateral include any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged CollateralExcluded Asset. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The As security for the prompt performance and payment in full of the Senior Indebtedness, each Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, sets over and delivers and grants to Pledgeeunto the Collateral Agent, for the benefit of itself the Secured Parties, and grants to the PurchasersCollateral Agent, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) in, all of such Pledgor’s right, title and interest in, to and under the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “Pledged Collateral”): (a) the Pledged Interests”), ; (iib) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; Material Debt Receivables; (iic) all “investment property” as distributions, cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof to which such term is defined Pledgor shall at any time be entitled in §9-102(a)(49) respect of the UCC Pledged Interests and the Material Debt Receivables; (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (vd) all books and records relating other payments due or to the foregoing; and (vi) all Accessions and Proceeds (as each is defined become due to such Pledgor in the UCC) respect of any of the foregoing; (e) all of such Pledgor’s claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any of the foregoing; (f) all of such Pledgor’s rights to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to any of the foregoing including, without limitation, any power to (i) terminate, cancel or modify any agreement, (ii) execute any instruments and to take any and all distributions other action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable Issuer thereof, (cashiii) exercise voting rights or make determinations, stock(iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any “put”, right of first offer or first refusal, or otherwise)other option, dividends(vi) exercise any right of redemption or repurchase, stock dividends(vii) give or receive any notice, securitiesconsent, cashamendment, instrumentswaiver or approval, rights to subscribe(viii) demand, purchasereceive, enforce, collect or receipt for any of the foregoing, (ix) enforce or execute any checks, or sellother instruments or orders, (x) file any claims and to take any action in connection with any of the foregoing, or (xi) otherwise act as if such Pledgor were the absolute owner of such Pledged Interests and Material Debt Receivables and all rights associated therewith; (g) all certificates and instruments representing or evidencing any of the foregoing; (h) all other property, property hereafter delivered in substitution for or in addition to any of the foregoing; (i) all other rights, titles, interests, powers, privileges and interest that such Pledgor is at preferences pertaining to any time entitled of the foregoing; and (j) all products and Proceeds of any of the foregoing. provided, that, notwithstanding any of the foregoing to receive or is otherwise distributed in respect ofthe contrary, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is shall not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses include (i) through (vi) insurance policies the proceeds of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturitywhich are required, by acceleration or otherwise) the terms of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretosuch policies, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession paid to Persons other than any Pledgor, and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or rights related to such policies; (ii) [reserved] or (iii) any other property the pledge of which, or granting of a partnership Lien in which, would be prohibited or restricted by (x) Applicable Law (including any requirement to obtain the consent of any Governmental Authority) or (y) a term, provision or condition of any contract, property right or agreement applicable to such Pledgor or such Unencumbered Property and described on Exhibit A; provided, however, that the Pledged Collateral shall include (and such security interest shall attach) immediately at such time as such prohibition and/or restriction shall no longer be applicable and to the extent severable, shall attach immediately to any such property not subject to the prohibitions and/or the restrictions specified in a Person that is a partnership clause (if anyiii) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCCabove.

Pledge. (a) The To secure the Obligations and for the purposes set forth in Section 1 hereof, Pledgor hereby pledges, pledges and collaterally assigns, hypothecates, transfers, delivers and grants to Pledgeea security interest in and lien on, in favor of Pledgee for the benefit of itself the Pledgee and the PurchasersBank Product Providers, a first lien on all of Pledgor's right, title and first priority perfected security interest in, to, and under (A) the Pledged Collateral, (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, certificates, liquidation rights and interests, options, rights, warrants, instruments or other property from time to time received, receivable or otherwise distributed in (i) respect of or in exchange or substitution for any and all of the Pledged Equity and other equity interests Collateral (excluding any of the Pledge Entities foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause the number of Equity Interests pledged under this Agreement to exceed, with respect to such Issuer, the Designated Number after giving effect to such issuances), (D) the Pledgor's right to vote the Pledged Collateral, and (E) all proceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by such the Pledgor (collectively, the “Pledged Interests”"Collateral"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of . If the Pledged Collateral is evidenced by certificates, then the Pledgor shall concurrently herewith deposit with the Collateral Agent (as defined below), and without affecting for the obligations benefit of the Pledgor under any provision Pledgee and the Collateral Agent, in accordance with the terms of that certain Intercreditor Agreement dated as of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger date hereof (the collateral described in clauses "Intercreditor Agreement") by and among the Pledgor, the Pledgee and LaSalle Bank National Association (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”"Collateral Agent"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now Collateral owned by the Pledgor which are presently represented on the date hereof and the certificates representing the Pledged Collateral accompanied by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates "stock powers" or stock/membership interest powers an Assignment Separate From Certificate duly executed in blank by such the Pledgor. Whether or not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a Code Financing Statement naming the Pledgor as debtor and irrevocable proxiesthe Pledgee as secured party with respect to the Collateral with the Delaware Secretary of State, are being delivered in form and substance satisfactory to the Pledgee simultaneously herewithin its sole and absolute determination, and without the requirement of the Pledgor's signature. Upon Notwithstanding anything to the creation contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or acquisition liable for any obligations or liabilities of any new Pledged Interests, the Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (Pledgor's capacity as a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shareholder, if any, and the Pledgee shall thereafter not be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody have assumed any of the certificates representing the Pledged Interests and any additional Pledged Collateralsuch obligations or liabilities. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Subject to the term of this Agreement, Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the PurchasersBuyers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and Capital Stock or other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged InterestsShares”), (ii) any other shares of Pledged Equity Capital Stock hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity Capital Stock of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsLiabilities. All of the Pledged Interests Shares now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged InterestsShares, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests Shares and any additional Pledged Collateral. (b) Each Pledgor shall cause each Pledged Interest Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) to be “securities” governed by Article 8 of the UCC at all times. Pledgor shall cause the applicable Persons to issue certificates evidencing such membership interests or partnership interests (1if any) to Pledgor. Pledgor shall not cause and shall not permit any Pledged Entity which is not a corporation to “opt-out” of Article 8 of the UCC. Pledgor shall not take, and will shall not be evidenced by a certificate and (2) permit any Pledged Entity which is not and will not a corporation to take, any actions to cause the capital stock, membership interests, partnership interests or similar equity interests of such Pledged Entity to cease to be deemed a classified as “securitysecurities” governed by Article 8 of the UCC.

Pledge. (a) The Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Pledgee, for its benefit and the benefit of itself and the PurchasersLenders, a first priority lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Pledged Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iiiii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, stock or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, purchase or sell, and other property, rights, rights and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the any Pledgor is not the surviving corporation, all shares of each class or of the Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the any Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to the Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, each Pledgor shall execute an Addendum in the form of a supplement to Exhibit B attached hereto A (a “Pledge AddendumSupplement”)) and deliver such Pledge Supplement to the Pledgee and the Lenders. Any Pledged Collateral described in a Pledge Addendum executed Supplement delivered by any Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. The Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any), in the case of clauses (i) and (1ii), (x) is not and will not be evidenced by a certificate and (2y) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. As security for the prompt and complete payment, observance and performance of the Secured Obligations, each Pledgor hereby unconditionally pledges, transfers, conveys, grants and assigns to Lender, a continuing security interest in all of the following property now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has, or may acquire in the future, any right, title or interest thereto (collectively, the “Collateral”): (a) The the Equity Interests in the Maker owned by such Pledgor hereby pledgesset forth on Schedule 1 hereto (the “Pledged Shares”), assignsand all substitutions therefor and replacements thereof, hypothecatesall proceeds thereof and all rights relating thereto, transfersincluding any certificates representing the Pledged Shares, delivers and grants including any shares of the Secured Party’s capital stock into which such Pledged Shares may be converted or exchanged for at any time, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and of all dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property from time to Pledgeetime received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) any or all of the Pledged Equity and other equity interests of the Pledge Entities Shares, whether now owned or hereafter acquired by such Pledgor; (b) all of such Pledgor’s rights, powers and remedies under the organizational documents of the Maker and/or any stockholders’ agreement or other agreement or document relating to such Pledgor’s ownership of the Pledged Shares (and any shares of the Maker’s capital stock into which the Pledged Shares may be converted or exchanged for at any time); and (c) to the extent not otherwise included, all products and proceeds of any and all of the foregoing. Subject to and in accordance with Section 5(b) of the Note, each Pledgor agrees to deliver to Lender to be hold in escrow with company’s counsel, as soon as practicable following the Issuance Date but in any event not later than the Post-Closing Deadline, physical certificates representing the Pledged Shares together with any endorsements required by Lender in its discretion. Without limiting the foregoing, each Pledgor agrees to deliver to Lender, any Collateral which may at any time or from time to time come into the possession or control of Pledgor after the Post-Closing Deadline; and prior to the delivery thereof to Lender, such Collateral shall be held by Pledgor separate and apart from its other property and in express trust for Lender. Each Pledgor further agrees to obtain the written acknowledgment of any custodian of the Collateral, that (collectively, i) all rights of Pledgor in the “Pledged Interests”)Collateral are subject to such security interest granted hereunder, (ii) any other shares such custodian is authorized and instructed upon receipt of Pledged Equity hereafter pledged or referred to be pledged to written notice from the Pledgee pursuant to this Agreement; (ii) all “investment property” Lender that an Event of Default exists, and for so long as such term is defined in §9-102(a)(49) Event of Default exists, to comply with any instruction of Lender with respect to disposition or transfer of the UCC (as defined below) with respect thereto; (iv) Collateral, including any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating instruction to the foregoing; cease accepting instructions from Pledgor, and (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of a conflict between written instructions given by ▇▇▇▇▇▇ and instructions given by any consolidation or merger in which Pledgor, ▇▇▇▇▇▇’s instructions shall control. It is the Pledgor Pledgors’ intent that, by virtue of this Agreement and such acknowledgments, Lender is not granted “control” within the surviving corporation, all shares meaning of each class or Pledged Equity Section 9-106 of the successor entity formed by or resulting from such consolidation or merger Uniform Commercial Code as in effect in the State of New York (the collateral described in clauses (i“UCC”) through (vi) of this Section 2 being collectively referred with respect to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Shares. Each Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person hereby agrees that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and it will not be evidenced by a certificate and grant “control” (2) is not and will not be deemed a “security” governed by Article 8 within the meaning of such Section of the UCC) to any Person other than the Lender with respect to the Pledged Shares.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Pledgor's right, title and interest in, to and under (a) The the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock obtained in the future by the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchaserscertificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a first lien on and first priority perfected security interest in subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) all the debt securities listed opposite the name of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)on Schedule II hereto, (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged debt securities in the future issued to the Pledgee Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to this Agreementthe terms hereof; (iid) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 5, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rightsreceivable or otherwise distributed, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any for or all upon the conversion of the Pledged Collateral securities referred to in clauses (as defined below)a) and (b) above; (e) subject to Section 5, all rights and without affecting the obligations privileges of the Pledgor under any provision of with respect to the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities and other property referred to in clauses (ia), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (vif) of this Section 2 above being collectively referred to as the “Pledged "Collateral”"). Upon delivery to the Collateral Agent, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwisea) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which any stock certificates, with notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such Pledgor other instruments and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon documents as the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession Agent may reasonably request and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not Securities shall be evidenced accompanied by a certificate schedule describing the securities theretofore and (2) is not then being pledged hereunder, which schedule shall be attached hereto as Schedule II and will not be deemed made a “security” governed by Article 8 part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the UCCSecured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) The As security for the prompt performance and payment in full of the Secured Obligations, each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgee, the Pledgee for the benefit of itself the Pledgee, and grants to the Purchasers, Pledgee for the benefit of the Pledgee a first lien on and first priority perfected security interest in (i) in, all of such Pledgor's right, title and interest in, to and under the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “Pledged Interests”)"Collateral"): (a) (i) in the case of Holdings, its Equity Interests in the Pledgor Subsidiaries and its Equity Interests in HoustonStreet as described on Schedule 1 attached hereto, and (ii) any other shares in the case of Pledged the Pledgor Subsidiaries, all Equity Interests now or hereafter pledged owned, acquired or referred to be pledged to held by such Pledgor Subsidiaries, including without limitation, the Pledgee pursuant to this Agreement; Equity Interests described in Schedule 1 attached hereto; (iib) all “other investment property” as such term is defined in §9-102(a)(49) property and financial assets of the UCC Pledgor Subsidiaries; (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (vc) all books rights, title and records relating interest under, in and to (i) that certain Project Development Agreement dated January 7, 2005 (the foregoing; "Development Agreement") between Sonerra Resources Corporation and (vi) Nac Gas, and all Accessions other contract rights and Proceeds (as each is defined in general intangibles associated with the UCC) of the foregoing, Development Agreement including, without limitation, any and all distributions Participation Agreements entered into in connection with the Development Agreement and (cashii) that certain Asset Purchase Agreement dated as of October 19, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights 2004 (the "Purchase Agreement"; the Development Agreement and the Purchase Agreement are collectively referred to subscribe, purchase, or sellherein as the "Contract Rights") between STEAG Power LLC and Nac Power, and all other propertycontract rights and general intangibles associated with the Purchase Agreement including, without limitation, any and all rights, title and interest under, in and to all Assigned Contracts and Governmental Approvals (as such terms are defined in the Purchase Agreement; provided, that nothing hereunder constitutes or shall be deemed to constitute the grant of a security interest in favor of the Pledgee with respect to any interest of any Pledgor in any Contract Rights to which such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral a party (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively interest hereinafter referred to as the “Pledged "Excluded Collateral”"), as collateral if the granting of a security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank therein by such Pledgor to the Pledgee is prohibited by the terms and irrevocable proxies, are being delivered provisions of such Contract Rights (other than to Pledgee simultaneously herewith. Upon the creation extent that any such term or acquisition provision would be rendered ineffective pursuant to Article 9 of the Uniform Commercial Code of any new Pledged Interestsrelevant jurisdiction or any other applicable law (including the United States Bankruptcy Code) or principles of equity); provided, Pledgor shall execute an Addendum further, however, that if and when (A) the granting of such security interest is not so prohibited, or (B) upon any such other third party's consent with respect to the granting of such security interest in such Excluded Collateral is obtained, the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter Pledgee will be deemed to be listed on Exhibit A heretohave, and at all times to have had, a security interest in such Excluded Collateral. Notwithstanding anything set forth herein to the contrary, the Pledgee shall maintain possession have a security interest in any and custody all proceeds of the certificates representing the Pledged Interests and any additional Pledged Excluded Collateral. (bd) Each Pledged Interest consisting all payments due or to become due to such Pledgor in respect of either any of the foregoing; (e) all of such Pledgor's claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any of the foregoing; (f) all of such Pledgor's rights to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to any of the foregoing including, without limitation, any power to (i) a membership interest in a Person that is a limited liability company terminate, cancel or modify any agreement, (ii) execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable Issuer thereof, (iii) exercise voting rights or make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any "put", right of first offer or first refusal, or other option, (vi) exercise any right of redemption or repurchase, (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for any of the foregoing, (ix) enforce or execute any checks, or other instruments or orders, and (x) file any claims and to take any action in connection with any of the foregoing; (g) all certificates and instruments representing or evidencing any of the foregoing; (h) all other rights, titles, interests, powers, privileges and preferences pertaining to any of the foregoing; and (i) all Proceeds of any of the foregoing. Notwithstanding the foregoing, the Collateral shall not include any license or permit issued by a partnership governmental authority, in each case to the extent and only to the extent that granting a security interest in such license or permit is prohibited by law; provided, however, that (i) the Collateral shall include the proceeds of, and the right to receive money or other consideration in connection with, any direct or indirect sale, assignment or transfer of any such license or permit and (ii) to the extent that such a Person that security interest is now or at any time hereafter not prohibited by law, then each Pledgor shall be deemed to have granted such security interest and the same shall attach without any further action and be fully effective as of the time permitted (giving effect to any retroactive application of any change in the law). If requested by the Pledgee at any time and from time to time, each Pledgor will (and will cause each of its Subsidiaries to) execute and deliver all such instruments and documents, and take such other actions as shall be necessary or desirable (in the sole judgment of the Pledgee) in order to create and perfect a partnership security interest in the Collateral (including, without limitation, any license or permit, to the extent, if any) (1) is not and will not be evidenced , permitted by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCClaw).

Pledge. (a) The As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to PledgeeCollateral Agent, for its benefit and for the benefit of itself and the PurchasersSecured Parties, a first lien on and first priority perfected security interest in (i) and continuing lien on all personal property of such Pledgor, including all of such Pledgor’s right, title and interest in, to and under all of the Pledged Equity and other equity interests of the Pledge Entities following property, wherever located, whether now owned or existing, or hereafter arising or acquired by such Pledgor from time to time (collectively, the “Pledged InterestsSecurity Agreement Collateral”), ): (iii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; all Accounts; (ii) all “investment property” as such term is defined in §9-102(a)(49Chattel Paper; (iii) of the UCC (as defined below) with respect thereto; all Commercial Tort Claims; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; all Deposit Accounts; (v) all books and records relating to the foregoing; and Documents; (vi) all Accessions General Intangibles; (vii) all Goods (including, in any event, Equipment, Fixtures, Inventory, Documents Evidencing Goods and Proceeds Software Embedded in Goods); (as each is defined in the UCCviii) all Instruments; (ix) all Insurance; (x) all Intellectual Property; (xi) all Investment Property and Financial Assets; (xii) all Letters of Credit and Letter-of-Credit Rights; (xiii) all Material Contracts and Non-payment Contracts; (xiv) all Money; (xv) all Receivables; (xvi) all Securities Collateral; (xvii) all books and Records relating to any and/or all of the foregoing, including, without limitation; (xviii) to the extent not otherwise included above, all distributions (cashCollateral Records, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights Collateral Support and Supporting Obligations relating to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or and/or all of the Pledged Collateral foregoing; and (as defined below)xix) to the extent not otherwise included above, all other personal property and all Proceeds and products of, accessions and additions to, profits and rents from, and without affecting the obligations replacements for or in respect of any of the Pledgor under any provision foregoing; it being understood that, subject to the other provisions hereof and of the Security Credit Agreement, in the event foregoing grant of a security interest shall not diminish any consolidation Pledgor’s exclusive right and license to use, or merger in which grant to other persons license or sublicenses in, the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged CollateralIntellectual Property. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns and delivers to the Agent, its successors and assigns, hypothecatesfor the ratable benefit of the Lenders, transfers, delivers and grants to Pledgeethe Agent, its successors and assigns, for the ratable benefit of itself and the PurchasersLenders, a continuing first lien on and first priority perfected security interest in all shares of capital stock of the Company which is or will be owned either beneficially or of record by the Pledgor (ithe “Securities”) as more particularly described on Exhibit A attached hereto, together with all dividends, interest, proceeds and any other sums due or to become due thereon, all instruments, securities or other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for (as dividends, reclassification, readjustment or other changes in the capital structure of the issuer of such Securities, or otherwise) any or all of such Securities, all general intangibles associated therewith, and all proceeds thereof (collectively, including the Pledged Equity Securities, the “Collateral”) as security for the payment and performance of all indebtedness and obligations owing by Pledgor to the Lenders under the Guaranty and the other Loan Documents relating thereto, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and any and all instruments, documents and agreements evidencing, securing or otherwise relating in any way to the Guaranty and the other Loan Documents, and further including all reasonable costs, expenses and reasonable attorneys’ and other equity interests professional fees incurred by the Agent and/or the Lenders in connection with the collection of said indebtedness or in the enforcement, defense, protection or preservation of this Agreement or any of the Pledge Entities now owned Collateral, including without limitation, all costs and expenses incurred in connection with any “workout” or hereafter acquired by such default resolution negotiations involving legal counsel or other professionals and any re-negotiation or restructuring of any indebtedness of Pledgor under the Guaranty and the other Loan Documents (collectively, the “Pledged InterestsSecured Obligations”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor As security for the punctual payment and performance of the Secured Obligations as and when due and subject to and in accordance with the provisions of this Pledge and Security Agreement, the Equityholder hereby pledges, grants, assigns, hypothecates, transferstransfers and delivers (subject to Section 3.1) to the Trustee, delivers its successors and grants assigns, for the security and benefit of the Noteholders, a continuing security interest in all of the Equityholder’s right, title and interest in, to Pledgeeand under the following property, whether now owned or existing or hereafter acquired or arising (the “Issuer Pledged Collateral”): (a) all of the Equityholder’s Capital Securities in the Issuer, whether now owned or acquired in the future, and all certificates, agreements and other instruments, if any, representing such Capital Securities, including, without limitation all management, voting and member status rights with respect to the Issuer (the “Issuer Pledged Equity”); (b) the right to receive all monies and property representing a distribution in respect of the Issuer Pledged Equity (except those representing proceeds of the issuance of the Original Notes, any Subordinated Notes or any Refinancing Notes to the extent not applicable to any Redemption of the Notes), whether by way of distribution, redemption, liquidation payments, repurchase or otherwise; (c) all substitutions, replacements and additions to any of the Issuer Pledged Collateral; (d) any and all of the economic rights and governance, voting and other commercial rights that may arise as or for the benefit of itself and a holder of any of the Purchasers, a first lien on and first priority perfected security interest Issuer Pledged Collateral; (e) any rights related to the Equityholder’s capital account in the Issuer in respect of the Issuer Pledged Equity; and (if) all proceeds of and to the Issuer Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, including all distributions (cash, stock, or otherwise), dividends, stock dividendsshares, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is monies or other property accruing, offered or issued at any time entitled to receive by way of redemption, conversion, exchange, substitution, preference, option or is otherwise distributed in respect ofof the Issuer Pledged Equity; provided, or in exchange forhowever, any or that all of the Pledged Collateral (as defined below), and without affecting proceeds received or unbilled but to be received by the obligations of the Pledgor under any provision of the Security Agreement, Equityholder in the event respect of any consolidation sale, transfer or merger in which the Pledgor is not the surviving corporation, all shares other disposition of each class or such Issuer Pledged Equity of shall be excluded (x) to the successor entity formed by extent such Issuer Pledged Equity remains or resulting from concurrently therewith becomes subject to this Pledge and Security Agreement and (y) such consolidation sale, transfer or merger (other disposition is permitted pursuant to Sections 6.1 and 17.1; TO HAVE AND TO HOLD the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Issuer Pledged Collateral”), as collateral security for together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the prompt Trustee, its successors and complete payment assigns, subject to the terms and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralconditions set forth herein. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all Equity Interests directly owned by it as of the Closing Date and any other Equity Interests directly owned in the future by such Grantor and any certificates representing all such Equity Interests (the “Pledged Equity and other equity Stock”); provided that Pledged Stock shall include the interests of the Pledge Entities now listed on Schedule I; (b)(i) any presently owned or hereafter acquired debt for borrowed money consisting of or evidenced by certificated securities or instruments and (ii) the promissory notes and any other instruments, if any, evidencing such Pledgor debt for borrowed money (collectively, clauses (b)(i) and (b)(ii) shall be referred to herein as the “Pledged InterestsDebt Securities”), (ii) any other shares of ; provided that the Pledged Equity hereafter pledged or referred to be pledged to Debt Securities shall include the Pledgee pursuant to this Agreementdebt securities and instruments listed on Schedule I; (iic) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 3.06, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any for or all of upon the Pledged Collateral (as defined below)conversion of, and without affecting all other proceeds received in respect of, the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities and other property referred to in clauses (ia) and (b) above; (d) all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, as collateral security together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) ratable benefit of the ObligationsSecured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. All The security interest granted in the Pledged Collateral is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Interests now owned by Collateral. Notwithstanding anything to the Pledgor which are presently represented by certificates are listed on Exhibit A heretocontrary in this Agreement, which certificates, with undated assignments separate from certificates or stock/membership (a) this Section 3.01 shall not constitute a grant of a security interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon (but without limitation of the creation or acquisition grant of any new Pledged Interests, Pledgor shall execute an Addendum security interest in the form of Exhibit B attached hereto (a Article 9 Collateral pursuant to Section 4.01) in, and “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. ” shall not include, any Excluded Assets, (b) Each Pledged Interest consisting this Section 3.01 shall not constitute a grant of either a security interest (i) a membership but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in any asset or property to the extent such grant of a Person that is a limited liability company or (ii) a partnership security interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate such asset or property shall contravene the Agreed Security Principles or Section 9.21 of the Credit Agreement and (2c) is not and will not other than as required pursuant to Section 3.02(e) hereof, no Grantor shall be deemed a “security” governed by Article 8 required to take any action with respect to the perfection of the UCCsecurity interests in security accounts (including entering into control agreements).

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers pledges and grants to Pledgee, for the benefit of itself and the Purchasers, Lender a first lien on and ------ continuing first priority perfected security interest in (i) all of the Pledged Equity Pledgor's right, title and other equity interests of the Pledge Entities interest, whether now owned existing or hereafter acquired by such Pledgor acquired, in and to the following property (collectively, the “"Pledged Interests”------- Collateral") to secure all of the Secured Obligations: ---------- (b) Trademarks (including service marks), federal and state trademark registrations and applications made by Pledgor (ii) any other shares of Pledged Equity hereafter pledged excluding Federal Intent To Use Applications), common law trademarks and trade names owned by or referred assigned to be pledged to Pledgor, all registrations and applications for the Pledgee pursuant to this Agreement; (ii) foregoing and all “investment property” as such term is defined in §9-102(a)(49) exclusive licenses from third parties of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as right to use trademarks of such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingthird parties, including, without limitation, the registrations, applications and exclusive licenses listed on Schedule B hereto, along with any and all distributions (cash1) ---------- renewals thereof, stock(2) income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages, claims and payments for past or otherwise)future infringements thereof, dividends, stock dividends, securities, cash, instruments, (3) rights to subscribe▇▇▇ for past, purchase, or sellpresent and future infringements thereof, and (4) and any other propertyrights corresponding thereto throughout the world (collectively, rights"Trademarks"); ---------- (c) Copyrights, registered or unregistered, owned by or assigned to Pledgor, and interest that all exclusive licenses to Pledgor from third parties to use copyrights owned by such Pledgor is at third parties, including, without limitation, the registrations, applications and exclusive licenses listed on Schedule C hereto, ---------- along with any time entitled and all (1) renewals and extensions thereof, (2) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (3) rights to receive ▇▇▇ for past, present and future infringements thereof, and (4) and any other rights corresponding thereto throughout the world (collectively, "Copyrights"); ---------- (d) The entire goodwill of Pledgor's business and other general intangibles (including know-how, trade secrets, customer lists, proprietary information, inventions, methods, procedures and formulae) connected with the use of and symbolized by Trademarks of Pledgor; and (e) All Proceeds (as defined under the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or is otherwise distributed other relevant law) of any of the --- foregoing, and in respect ofany event including, or in exchange forwithout limitation, any and all (1) proceeds of any insurance, indemnity, warranty or all guaranty payable to the Lender or to Pledgor from time to time with respect to any of the Pledged Collateral (as defined below)Collateral, and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not payments (in any form whatsoever) made or due and will not be deemed a “security” governed by Article 8 payable to Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of the UCC.all

Pledge. In order to secure prompt repayment of any and all of its Obligations and in order to secure prompt performance by each Pledgor of each of its covenants and duties under the Loan Documents to which it is a party, each Pledgor hereby pledges to Foothill, and grants to Foothill, a security interest in the following collateral (the "Pledged Collateral"): (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers the shares of stock (the "Pledged Shares") described in Schedule A hereto next to such Pledgor's name and grants to Pledgee, for issued by the benefit of itself corporations listed on Schedule A (the "Issuers") and the Purchasers, a first lien on and first priority perfected security interest in (i) all of certificates representing the Pledged Equity Shares, and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, chattel paper and other property, rights, and interest that such Pledgor is at any property or proceeds from time entitled to receive time received, receivable or is otherwise distributed in respect of, of or in exchange forfor such Pledged Shares; (b) all additional shares of stock of the Issuers or any of their respective Wholly-Owned Subsidiaries, at any time acquired by such Pledgor in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Shares), and all dividends, cash, instruments, chattel paper, and any other rights, property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for such shares; (c) all membership interests and all partnership interests (the "Pledged Interests") described in Schedule B hereto next to such Pledgor's name with respect to the entities listed on Schedule B (the "LLCs and Partnerships"), and all cash, securities, distributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Collateral Interests; (as defined below)d) all additional membership interests and all additional partnership interests in any limited liability companies or partnerships that are Wholly-Owned Subsidiaries at any time and from time to time acquired by such Pledgor in any manner, and without affecting the obligations all cash, securities, distributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of the or in exchange for any or all of such membership and partnership interests; (e) all voting rights of such Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred with respect to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by as set forth in the Pledgor which are presently represented by certificates are listed on Exhibit A heretoapplicable operating agreement; (f) all other claims of any kind or nature, which and any instruments, certificates, with undated assignments separate from certificates chattel paper or stock/membership interest powers duly executed other writings evidencing such claims, whether in blank contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by such Pledgor against the Issuers or any of their respective Subsidiaries or the LLCs and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto Partnerships; (a “Pledge Addendum”). Any Pledged g) all Negotiable Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged hereafter acquired Negotiable Collateral.; and (bh) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCCall Accommodation Collateral as described on Schedule A-1 hereto.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All all of the Pledged Interests Borrower's obligations hereunder, under the Note and in connection with any other obligations owed to the Lender, the Borrower hereby pledges, assigns, transfers and grants, a continuing first priority security interest in (the "Security Interest"), transfers and delivers to the Lender all of the Borrower's right, title and interest in and to each of the following (the "Collateral"): (a) the KMOC Stock and the certificates, if any, representing the KMOC Stock, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any KMOC Stock; (b) all options, warrants and similar rights to acquire capital stock or other evidence of beneficial interest in the Lender, whether now owned or hereafter acquired by the Pledgor which are presently represented Borrower; (c) all additional shares (the "Additional Shares") of capital stock of the Lender from time to time acquired by certificates are listed on Exhibit A heretothe Borrower in any manner (including, which without limitation, any shares of preferred stock issued by the Lender) and the certificates, with undated if any, representing such Additional Shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; (d) all other rights appurtenant to the property described in clauses (a) and (b) above (including, without limitation, voting rights); and (e) all cash and noncash proceeds of any and all of the foregoing. Promptly upon the acquisition of any Additional Shares, the Borrower will deliver proper instruments of assignments separate from certificates or stock/membership interest powers duly executed in blank by the Borrower together with certificates representing such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor Additional Shares whereupon such Additional Shares shall execute an Addendum be included in the form definition of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged CollateralKMOC Stock. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgors hereby pledgespledge, assignsassign, hypothecateshypothecate, transferstransfer, delivers deliver and grants grant to Pledgeethe Collateral Agent, for the benefit of itself and the PurchasersSecured Creditors, a first lien Lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor Interests set forth on Exhibit A hereto (collectively, the “Pledged InterestsShares”), (ii) all other property hereafter delivered to, or in the possession or in the custody of, the Collateral Agent, in substitution for or in addition to the Pledged Shares, (iii) any other shares property of Pledged Equity such Pledgor, as described in Section 4 below, now or hereafter pledged delivered to, or referred to be pledged to in the Pledgee pursuant to this Agreement; possession or custody of such Pledgor and (iv) all Proceeds of the collateral described in the preceding clauses (i), (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viiv) of this Section 2 being collectively referred to as the “Pledged Collateral”), . Notwithstanding anything else in this Agreement and except as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwiserequired under Section 5.10(b) of the Obligations. Credit Agreement, the Pledgors shall not at any time under this Agreement have pledged more than 65% of the voting Equity Interests of any Foreign Subsidiary; and Pledged Collateral shall not constitute more than 65% of the voting Equity Interests of any Foreign Subsidiary; and (b) All of the Pledged Interests Shares now owned by the each Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock certificates, with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee the Collateral Agent, for the benefit of the Secured Creditors, simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Each Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a an “Pledge Addendum”). Any Pledged Collateral described ) upon creation or acquisition by such Pledgor of any Equity Interest in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed any other Issuer or any additional Equity Interest in Issuers named on Exhibit A hereto. Pledgee A. The Collateral Agent, on behalf of the Secured Creditors, shall maintain possession and custody of the certificates representing the Pledged Interests Shares and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Subject to the security interests reflected on Exhibit B-1, the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and to the extent such certificates are available and not covered by an existing lien or pledge, irrevocable proxies, are being delivered to the Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, to the extent such certificates are available and not covered by an existing lien or pledge,the Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by the Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. The Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC. (c) Upon the written notice by the Purchasers holding at least 50% of the outstanding Notes (“Majority Holders”), the Agent may be replaced as Agent by a person or entity which shall be acceptable to the Majority Holders. (d) The rights and obligations set forth herein are subject to the existing Pledge Agreement between the Company and Cavalary Fund IP as modified by the Waiver Letter Agreement Referenced in the Purchase Agreement.

Pledge. (a) The Pledgor As security for the payment or performance in full when due of the Obligations, including each Guaranty of the Obligations, each Grantor hereby pledges, pledges to the Administrative Agent and its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersAdministrative Agent and its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in all of such Grantor’s right, title and interest in, to and under (ia) all of the Pledged Equity and other equity interests of the Pledge Entities Interests now owned or hereafter acquired directly held by such Pledgor Grantor in (collectivelyx) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) Nitrogen, including in the case of each of clauses (x) and (y) the Equity Interests listed on Schedule I, and the certificates, if any, representing all such Equity Interests (the “Pledged InterestsEquity”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iib) all “investment property” as the Indebtedness owed to such term is defined in §9-102(a)(49) Grantor and listed opposite the name of the UCC such Grantor on Schedule I and any Indebtedness (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, any intercompany notes) directly obtained in the future by such Grantor and the certificates, promissory notes and other instruments, if any, evidencing such Indebtedness (the “Pledged Debt”); (c) all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, any or and all of other Proceeds received in respect of, the Pledged Collateral Equity and Pledged Debt; (as defined belowd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and without affecting the obligations (c) above; and (e) subject to Section 2.06, all Proceeds of any of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (ia) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, as collateral nothing in this Agreement shall constitute or be deemed to constitute a grant of a security for the prompt interest in, and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All none of the Pledged Interests now owned by Collateral shall include, any Excluded Property. TO HAVE AND TO HOLD the Pledgor which are presently represented by certificates are listed on Exhibit A heretoPledged Collateral, which certificatestogether with all right, with undated assignments separate from certificates title, interest, powers, privileges and preferences pertaining or stock/membership interest powers duly executed in blank by such Pledgor incidental thereto, unto the Administrative Agent, its successors and irrevocable proxiesassigns, are being delivered to Pledgee simultaneously herewith. Upon for the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody benefit of the certificates representing Secured Parties, forever, subject, however, to the Pledged Interests terms, covenants and any additional Pledged Collateralconditions hereinafter set forth. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers pledges (and grants also affirms its previous pledge under the Existing Pledge Agreement) to Pledgeethe Administrative Agent, for the benefit of itself the Administrative Agent and the PurchasersHolders of Secured Obligations, and grants (and also affirms its previous grant under the Existing Pledge Agreement) to the Administrative Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, a first lien on and first priority perfected security interest in, the collateral described in subsections (ia) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor through (e) below (collectively, the “Pledged InterestsCollateral”): (i) All of the capital stock of the Pledged Subsidiaries listed on Schedule I which are corporations, now or at any time or times hereafter owned directly by the Pledgor (such shares being identified on Schedule I attached hereto or on any Schedule I attached to any applicable Pledge Supplement), and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of the stock of such Pledged Subsidiaries now or hereafter held in the name of the Pledgor (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the “Pledged Stock”), (ii) any other shares of Pledged Equity hereafter pledged herewith, or referred from time to be pledged time, delivered to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined Administrative Agent accompanied by stock powers in the UCCform of Exhibit B attached hereto and made a part hereof (the “Powers”) of the foregoingduly executed in blank, including, without limitation, and all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, investment property and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral Stock; (as defined belowii) All additional shares of capital stock of the Pledged Subsidiaries described in Section 1(a)(i) above from time to time acquired by the Pledgor in any manner, and the certificates, which shall be delivered to the Administrative Agent accompanied by Powers duly executed in blank, representing such additional shares (any such additional shares shall constitute part of the Pledged Stock, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement to reflect such additional shares), and without affecting all options, warrants, dividends, cash, instruments, investment property and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; (i) All of the obligations membership interests of Pledgor in the Pledged Subsidiaries listed on Schedule I which are limited liability companies now or at any time or times hereafter owned directly by the Pledgor, and any certificates representing such membership interests in the Pledged Subsidiaries (such membership interests being identified on Schedule I attached hereto or on any Schedule I attached to any applicable Pledge Supplement), all of the right, title and interest of the Pledgor in, to and under any provision its respective percentage interest, shares or units as a member and all investment property in respect of such membership interests, including, without limitation, Pledgor’s interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of such Pledged Subsidiaries and the right to receive distributions of such Pledged Subsidiary’s cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Security AgreementCertificates of Formation, in the event of Limited Liability Company Agreements or any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from other organizational documents (such consolidation or merger (documents hereinafter collectively referred to as the collateral described in clauses (i) through (vi“Operating Agreements”) of this Section 2 such Pledged Subsidiaries, or at law or in equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the “Pledged CollateralMembership Interests”) herewith delivered, if applicable, to the Administrative Agent indorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank, and all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Membership Interests; (ii) Any additional membership interests in the Pledged Subsidiaries described in Section 1(b)(i) above from time to time acquired by the Pledgor in any manner, and any certificates, which, if applicable, shall be delivered to the Administrative Agent indorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank, representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in Pledged Subsidiaries (any such additional interests shall constitute part of the Pledged Membership Interests, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement from time to time to reflect such additional interests), as collateral security and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the prompt Pledgor shall promptly thereafter deliver to the Administrative Agent a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and complete payment and performance when due certifying that the same have been duly pledged hereunder; (whether at the stated maturity, by acceleration or otherwisei) of the Obligations. All of the partnership interests of the Pledgor in and to the Pledged Interests Subsidiaries listed on Schedule I which are partnerships now or at any time or times hereafter owned directly by the Pledgor which are presently represented by certificates are listed (such partnership interests being identified on Exhibit A heretoSchedule I attached hereto to or on Schedule I to any applicable Pledge Supplement), which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed the property (and interests in blank property) that is owned by such Pledged Subsidiaries, all of the Pledgor’s rights, if any, to participate in the management of such Pledged Subsidiaries, all rights, privileges, authority and powers of the Pledgor as owner or holder of its partnership interests in such Pledged Subsidiaries, including, but not limited to, all contract rights related thereto, all rights, privileges, authority and irrevocable proxiespowers relating to the economic interests of the Pledgor as owner or holder of its partnership interests in such Pledged Subsidiaries, are being delivered to Pledgee simultaneously herewith. Upon including, without limitation, all contract rights related thereto, all options and warrants of the creation or acquisition Pledgor for the purchase of any new partnership interests in such Pledged Subsidiaries, all documents and certificates representing or evidencing the Pledgor’s partnership interest in such Pledged Subsidiaries, all of the Pledgor’s interest in and to the profits and losses of such Pledged Subsidiaries and the Pledgor’s right as a partner of such Pledged Subsidiaries to receive distributions of such Pledged Subsidiaries’ assets, upon complete or partial liquidation or otherwise, all of the Pledgor’s right, title and interest to receive payments of principal and interest on any loans and/or other extensions of credit made by the Pledgor or its Affiliates to such Pledged Subsidiaries, all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, the Pledgor’s partnership interests in such Pledged Subsidiaries, and any other right, title, interest, privilege, authority and power of the Pledgor in or relating to such Pledged Subsidiaries, all whether now existing or hereafter arising, and whether arising under any partnership agreements of such Pledged Subsidiaries (as the same may be amended, modified or restated from time to time, the “Partnership Agreements”) or otherwise, or at law or in equity and all books and records of the Pledgor pertaining to any of the foregoing (all of the foregoing being referred to collectively as the “Pledged Partnership Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral.; (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) Any additional partnership interests in the Pledged Subsidiaries described in Section 1(c)(i) above from time to time acquired by the Pledgor in any manner (any such additional interests shall constitute part of the Pledged Partnership Interests, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement from time to time to reflect such additional interests), and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the Pledgor shall promptly thereafter deliver to the Administrative Agent a partnership interest certificate duly executed by the Pledgor describing such percentage interests, options or warrants and certifying that the same have been duly pledged hereunder; (d) The property and interests in property described in Section 3 below; and (e) All proceeds of the collateral described in subsections (a) through (d) above. Notwithstanding the foregoing, at no time shall any such security interests, individually or collectively, or the Pledged Collateral with respect to any Foreign Subsidiary exceed 65% of the Voting Equity Interests of such Foreign Subsidiary, regardless of whether certificates representing a Person greater percentage may be delivered to the Administrative Agent. Within thirty (30) days of the date hereof (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Pledgor hereby agrees that is a partnership (it shall deliver all certificates or instruments, if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 , representing or evidencing Pledged Shares, Pledged Membership Interests or Pledged Partnership Interests which comprise 65% of the UCCVoting Equity Interests of each Foreign Subsidiary the Voting Equity Interests of which are being pledged hereby, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto to include such certificates or instruments.

Pledge. (a) The Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers pledges and grants collaterally assigns to Pledgeethe Administrative Agent, for the benefit of itself the Lenders, and grants to the PurchasersAdministrative Agent, for the benefit of the Lenders, a first lien on and first priority perfected continuing security interest in (i) in, and a right to set off against, any and all right, title and interest of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor in and to the collateral described in subsections (a) through (h) below (collectively, the “Pledged Collateral”): (a) The Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions economic interest and rights to vote or otherwise manage or control such Pledged Subsidiaries and all rights as a partner, shareholder, member or trustee thereof, whether now owned or hereafter acquired; (b) All distributions, cash, stocksecurities, or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is property at any time entitled and from time to receive time received, receivable or is otherwise distributed in respect of, of or in exchange for, for any or all thereof to which such Pledgor shall at any time be entitled in respect of the Pledged Collateral Interests; (as defined below), and without affecting the obligations c) All payments due or to become due to such Pledgor in respect of any of the Pledgor under foregoing; (d) All of such ▇▇▇▇▇▇▇’s claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any provision of the Security Agreementforegoing; (e) All of such ▇▇▇▇▇▇▇’s rights to exercise and enforce any and every right, in the event power, remedy, authority, option and privilege of such Pledgor relating to any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses foregoing including, without limitation, any power to (i) through terminate, cancel or modify any agreement in respect of the foregoing, (ii) execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable issuer thereof, (iii) exercise voting rights or make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any “put”, right of first offer or first refusal, or other option, (vi) exercise any right of this Section 2 being collectively referred to as the “Pledged Collateral”)redemption or repurchase, as collateral security (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) any of the Obligations. All foregoing, (ix) enforce or execute any checks, or other instruments or orders, (x) file any claims and to take any action in connection with any of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates foregoing; or stock/membership interest powers duly executed in blank by (xi) otherwise act as of such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon were the creation or acquisition absolute owner of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the such Pledged Interests and any additional Pledged Collateral.all rights associated therewith; (bf) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company All certificates and instruments representing or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 evidencing any of the UCCforegoing; (g) All other rights, titles, interests, powers, privileges and preferences pertaining to any of the foregoing; and (h) All proceeds and products of the foregoing, however and whenever acquired and in whatever form.

Pledge. (a) The Pledgor hereby Pledgor, jointly and severally if more than one, pledges, mortgages, assigns, hypothecates, transfers, delivers delivers, deposits, sets over and grants confirms as a first priority security interest to PledgeePledgee and its successors and assigns, for the benefit of itself and the Purchasersas agent for any affiliate of Fifth Third Bancorp, a first lien on all of Pledgor's right, title and first priority perfected security interest in (i) and to the securities listed on Exhibit A attached hereto and all of the Pledged Equity income, dividends and other equity interests of distributions thereon and the Pledge Entities now owned or hereafter acquired by such Pledgor proceeds thereof (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”"Interest"), as collateral security for the prompt and complete payment and performance when due of the following (collectively, the "Obligations"): all loans, advances, indebtedness and other obligations of each of Pledgor and Rich▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇01 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (▇▇ different from Pledgor, hereinafter referred to as "Borrower") owed to Pledgee and/or any affiliate of Fifth Third Bancorp, of every kind and description whether at the stated maturitynow existing or hereafter arising including without limitation those owed to others and acquired by Pledgee by purchase, by acceleration assignment or otherwise) and whether direct or indirect, primary or as guarantor or surety, absolute or contingent liquidated or unliquidated, matured or unmatured, whether or not secured by additional collateral, and all liabilities, obligations and indebtedness arising under this Agreement and all other instruments and agreements evidencing, guarantying or securing any of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently foregoing, and all obligations to perform or forbear from performing acts, all amounts represented by certificates are listed on Exhibit A heretoletters of credit now or hereafter issued by Pledgee for the benefit of or at the request of Borrower or Pledgor, which certificates, with undated assignments separate from certificates and all expenses and attorneys' fees incurred by Pledgee under this Agreement or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered any other document or instrument related thereto or related thereto including but not limited to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralfollowing: $2,000,000 Draw Note. (b) Each Pledged Interest consisting All dividends and distributions (in the form of either (icash, property, stock or other securities) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 arising out of the UCCInterest (collectively "Distributions") shall immediately become subject to the lien and security interest of this Agreement and upon (c) All certificates evidencing the Interest are herewith delivered to the Secured Party accompanied by assignments executed in blank.

Pledge. (a) The Pledgor hereby pledgesSubject to the Collateral Sharing Agreement, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself Value Pledge Agreement and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Replacement QIB Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of Secured Indebtedness, Borrower hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto the Noteholders, and hereby grants the Noteholders a security interest in, the following: (a) the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor Shares and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests Shares, and all cash, securities, dividends, increases, distributions and profits received therefrom or in connection therewith, including distributions or payments in partial or complete liquidation or redemption, or as a result of reclassifications, readjustments, reorganizations or changes in the capital structure of the issuer thereof and any additional Pledged Collateral.other property at any time and from time to time received, receivable or otherwise distributed or delivered to Noteholders, and all rights and privileges pertaining thereto; (b) Each Pledged Interest consisting all additional shares of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 stock of the UCCIssuer from time to time acquired by the Borrower in any manner, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; (c) all securities hereafter delivered to the Collateral Agent on behalf of the Noteholders in substitution for, or in addition to, any of the foregoing, all certificates representing or evidencing such securities, and all cash, securities, instruments, documents, dividends, increases, distributions and profits received therefrom, and any other property at any time and from time to time received by, receivable by or otherwise distributed or delivered to the Collateral Agent on behalf of the Noteholders in respect of or in exchange for any or all of the property described; (d) all subscriptions, warrants, options and any other rights issued now or hereafter by the Issuer of the Pledged Shares or any other person whatsoever upon or in connection with the Pledged Shares and any part of the Pledged Collateral; and (e) all products and proceeds of the foregoing and all general intangibles and contract rights related thereto, including without limitation, all revenues, distributions, dividends, property, registration rights, contract rights and other rights and interests that Borrower is, or may hereafter become, entitled to receive on account of any collateral described in subsections 2(a) through (e); (All such Pledged Shares, certificates, securities, instruments, documents, dividends, increases, distributions, profits, intangibles, contract rights and other property being herein collectively called the "Pledged Collateral"). Borrower shall forthwith deliver to the Collateral Agent, pursuant to the Collateral Sharing Agreement, on behalf of the Noteholders, the Pledged Collateral, all subscriptions, warrants, options and all such other rights, and upon delivery to the Collateral Agent, on behalf of the Noteholders, the Collateral Agent on behalf of the Noteholders shall hold such Pledged Collateral, subscriptions, warrants, options and other rights as additional collateral pledged to secure the Secured Indebtedness, provided, however, that if the Majority Holders determine pursuant to the Collateral Sharing Agreement, that the value of any such subscriptions, warrants, options or other rights shall terminate, expire or be materially reduced in value by holding the same as Pledged Collateral, the Collateral Agent, on behalf of the Noteholders, shall have the right pursuant to the written direction of the Majority Holders (who have the right, but not the obligation to so direct), to sell or exercise the same and if exercised, then the monies disbursed by the Collateral Agent on behalf of the Noteholders in connection therewith shall become part of the Secured Indebtedness and all of the stock, securities, evidences of indebtedness and other items so acquired shall become part of the Pledged Collateral; To have and to hold the Pledged Collateral, together with all rights, titles, interests, privileges and preferences appertaining to or incidental thereto, unto each Noteholder, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereafter set forth.

Pledge. (a) The In order to secure the prompt payment and performance in full of all of the Secured Obligations, Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in in, transfers and delivers unto IPG each of the following (ithe "Collateral"): (a) all of Pledgor's right, title and interest in and to all shares of capital stock of AATVII (the "Company") (the "Pledged Shares") and the certificates, if any, representing the Pledged Equity Shares, and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other property, rightsother than cash dividends or distributions, and interest that such Pledgor is at any from time entitled to receive time received, receivable or is otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Collateral Shares; (as defined below)b) all additional shares of capital stock of the Company (the "Additional Shares") from time to time acquired by Pledgor in any manner (including, without limitation, any shares of preferred stock issued by any such issuer) and the certificates, if any, representing such Additional Shares, and without affecting all dividends, instruments and other property, other than cash dividends or distributions, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Shares; (c) all other rights appurtenant to the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral property described in clauses (ia) through and (vib) above; and (d) all cash and noncash proceeds of this the disposition of any and all of the foregoing. Pledgor hereby consents that, pursuant to Section 2 being collectively referred to as 16 of the “Pledged Collateral”)Intercreditor Agreement, as collateral security for the prompt and complete upon payment and performance when due (whether at the stated maturity, by acceleration or otherwise) in full of the Senior Obligations. All of , the Agent shall deliver the certificates representing the Pledged Interests now owned by Shares and the Pledgor Additional Shares which are presently represented by certificates are listed have become Pledged Shares, if any, set forth on Exhibit A Schedule I hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers accompanied by proper instruments of assignment duly executed in blank by such Pledgor and irrevocable proxiesthe Pledgor, are being delivered to Pledgee simultaneously herewithIPG in New York City, New York. Upon Subject to the creation or terms of the Intercreditor Agreement, promptly upon Pledgor's acquisition of any new Pledged InterestsAdditional Shares and following the payment and performance in full of the Senior Obligations, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed will deliver to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either IPG (i) a membership interest proper instruments of assignment duly executed in a Person that is a limited liability company or blank by Pledgor together with any certificates representing such Additional Shares, whereupon such Additional Shares shall be Pledged Shares and (ii) an amendment to Schedule I reflecting the addition of such Additional Shares, together with a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of signed statement authorizing IPG to replace the UCC.prior Schedule I with such amendment to Schedule I.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral 1.1 As security for the full, prompt and complete payment and performance when due (whether at the by stated maturity, by acceleration or otherwise) of all the Secured Obligations. All , each Pledgor hereby pledges to Lender, and grants to Lender, a first priority security interest in all of the Pledged Interests now owned by following (collectively, the Pledgor which are presently represented by certificates are “Collateral”): (a) the shares of capital stock or other equity securities of the entities listed on Exhibit A attached hereto, now owned or hereafter acquired (whether in connection with any recapitalization, reclassification, or reorganization of the capital of such entities or any successors in interest thereto) by each Pledgor (the “Pledged Shares”), together with all proceeds and substitutions thereof, all cash, stock and other monies and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing; (b) all voting trust certificates held by each Pledgor evidencing the right to vote any Pledged Shares subject to any voting trust; and (c) all additional shares and voting trust certificates of the entities listed on Exhibit A from time to time acquired by each Pledgor in any manner (which additional shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares. 1.2 Within three (3) Business Days of the date hereof, the certificate or certificates representing the Pledged Shares will be delivered to Lender (or, where such share certificates have been lost, indemnities for such lost share certificates, with undated assignments separate from following which the relevant Pledgor will arrange for replacement share certificates or stock/membership interest powers to be issued as soon as possible after the date of this Agreement), accompanied by an instrument of assignment duly executed in blank by each applicable Pledgor. To the extent required by the terms and conditions governing the Pledged Shares, such Pledgor shall cause the books of each entity whose Pledged Shares are part of the Collateral and irrevocable proxies, are being delivered any transfer agent to Pledgee simultaneously herewithreflect the pledge of the Pledged Shares. Upon the creation or acquisition occurrence of an Event of Default, Lender may effect the transfer of any new Pledged Interests, Pledgor shall execute an Addendum securities included in the form Collateral (including but not limited to the Pledged Shares) into the name of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed Lender and cause new certificates representing such securities to be listed on Exhibit A hereto. Pledgee shall maintain possession issued in the name of Lender or its transferee. 1.3 Each Pledgor agrees to pay prior to delinquency all taxes, charges, liens and custody assessments, in each case imposed by any governmental authority, against the Collateral, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in 1.4 Each Pledgor authorizes Lender to file at any time financing statements, continuation statements and amendments thereto with all appropriate jurisdictions to perfect or protect ▇▇▇▇▇▇’s interest or rights hereunder. 1.5 In the event that during the term of this Agreement, any reclassification, readjustment, or other change is declared or made in the capital structure of the certificates representing issuer of the Pledged Interests Shares, all new, substituted and additional shares, options, or other securities, issued or issuable to such applicable Pledgor by reason of any additional Pledged Collateralsuch change or exercise shall be delivered to and held by Lender under the terms of this Agreement in the same manner as the Collateral originally pledged hereunder. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Each Pledgor hereby pledgespledges to the Administrative Agent, assignsfor its benefit and the benefit of the Secured Parties, hypothecates, transfers, delivers and grants to Pledgeethe Administrative Agent, for its benefit and the benefit of itself and the PurchasersSecured Parties, a first lien on and first priority perfected security interest in (i) all of such Pledgor’s right, title and interest in, to and under the Pledged Equity and other equity interests of the Pledge Entities following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Pledgor (collectively, the “Pledged InterestsCollateral”)): (a) The Pledged Shares and the certificates representing the Pledged Shares, (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” and, except as such term is defined expressly provided for in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 8 hereof, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty or proceeds from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral.Shares; (b) Each Any Capital Stock acquired by any Pledgor or such Pledgor’s designees with respect to, incident to or in lieu of the Pledged Interest consisting Shares or with respect to, incident to or in lieu of either the Pledged Collateral (x) due to any dividend, stock-split, stock dividend or distribution on dissolution, or partial or total liquidation, or for any other reason, (y) in connection with a reduction of capital, capital surplus or paid-in-surplus or (z) in connection with any spin-off, split-off, reclassification, readjustment, merger, consolidation, sale of assets, combination of shares or any other plan of distribution affecting of the those companies listed on Schedule I; (c) Any subscription or other rights or options issued in connection with the Pledged Shares, and, if exercised by any Pledgor, all new Capital Stock so acquired by such Pledgor, which shall promptly be assigned and delivered to the Administrative Agent and held under the terms of this Pledge Agreement in the same manner as the Pledged Shares originally pledged hereunder; (d) Any Capital Stock acquired by any Pledgor after the date hereof, which shall promptly be delivered to the Administrative Agent and held under the terms of this Pledge Agreement in the same manner as the Pledged Shares originally pledged hereunder; (e) Any and all proceeds, monies, income and benefits arising from or by virtue of, and all dividends and distributions (cash or otherwise) payable or distributable with respect to, all or any of the Pledged Shares or other securities and rights and interests described in this Section 2, except as expressly provided for in Section 8 hereof; (f) The Pledged Membership Interests, if any, and any certificates at any time representing the Pledged Membership Interests, it being understood that the Pledged Membership Interests are, as of the date hereof, uncertificated, and all cash, securities, dividends, rights, and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Membership Interests; (g) All of such Pledgor’s right, title and interest as a member in each limited liability company listed on Part B of Schedule I (the “LLCs”), whether now owned or hereafter acquired, including all of such Pledgor’s right, title and interest in, to and under the limited liability company agreements described on Part B of Schedule I (as such agreements have heretofore been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, collectively, the “LLC Agreements”) to which it is a party (including, the right to vote with respect to and to manage and administer the business of such LLCs) together with all other rights, interests, claims and other property of such Pledgor in any manner arising out of or relating to its membership interest in the LLCs, whatever their respective kind or character, whether they are tangible or intangible property, and wheresoever they may exist or be located, and further including, without limitation, (1) all rights of such Pledgor to receive distributions of any kind, in cash or otherwise, due or to become due under or pursuant to each such LLC Agreement or otherwise in respect of such LLCs, (2) all rights of such Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to each such LLCs, (3) all claims of such Pledgor for damages arising out of, or for the breach of, or for a default under, each such LLC Agreement, (4) any certificated security or uncertificated security evidencing any of the foregoing issued by such LLCs to such Pledgor, (5) any interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Pledgor’s interest as a member in the LLCs and (6) to the extent not included in the foregoing, all proceeds of any and all of the foregoing; provided, however, that notwithstanding anything herein to the contrary; (i) Each Pledgor shall remain liable under the LLC Agreements to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Pledge Agreement had not been executed; (ii) The exercise by the Administrative Agent of any of its rights hereunder shall not release any Pledgor from any of its duties or obligations under the LLC Agreements (other than to the extent a membership Pledgor is precluded from performing such duties solely as a result of the Administrative Agent’s having exercised such rights or remedies); (iii) Administrative Agent shall not have any obligation or liability under the LLC Agreements by reason of this Pledge Agreement, nor shall the Administrative Agent be obligated to perform any of the obligations or duties of the Pledgors thereunder, to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by the Pledgors or the sufficiency of any performance by any party under any such LLC Agreement, or to take any action to collect or enforce any claim for payment assigned hereunder; and (iv) Without limiting the generality of the foregoing, neither the grant of the security interest in the Pledged Collateral in favor of the Administrative Agent as provided herein nor the exercise by the Administrative Agent of any of its rights hereunder nor any action by the Administrative Agent in connection with a Person that is foreclosure on the Pledged Collateral shall be deemed to constitute the Administrative Agent or any other Secured Party a member of any limited liability company company; Notwithstanding the foregoing, the Pledged Collateral shall not include (i) any Excluded Property or (ii) any Pledged Shares to the extent that a partnership grant of a security interest in such shares would require an offer for sale pursuant to, or would result in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 violation of, the applicable terms of the UCCany Foreign Corporate Document.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Pledgee and the PurchasersLenders, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests capital stock of the Pledge Entities Panther Sub now owned or hereafter thereafter acquired by such Pledgor (collectively, the “Pledged Interests”Shares” ); (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Shares, (iii) any other property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viiv) of this Section 2 being collectively referred to as the “Pledged Collateral”” ), as collateral security for for: (a) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; and (b) the due and punctual payment and performance by Pledgor of its obligations, liabilities and Indebtedness under, arising out of or in connection with this Agreement, the Guaranty and any other Loan Documents to which Pledgor is a party; (all of the foregoing being referred to hereinafter collectively as the “Liabilities” ). All of the Pledged Interests Shares now owned by the Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock certificates, with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously herewith. Upon Pledgee, on behalf of the creation or acquisition of any new Pledged InterestsLenders, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests Shares and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgeethe Administrative Agent, for the benefit of itself the Administrative Agent, the Lenders, the Issuing Banks and the Purchasersother Holders, and grants to the Administrative Agent for the benefit of the Administrative Agent, the Lenders, the Issuing Banks and the other Holders, a first lien on and first priority perfected security interest in (i) all of in, the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “"Pledged Collateral"): (a) All of the right, title and interest of the Pledgor in the Equity Interests”, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares being identified on EXHIBIT A attached hereto and made a part hereof), all options and warrants for the purchase of additional equity interests now or hereafter held in the name of the Pledgor (ii) any other shares all of Pledged said Equity hereafter pledged Interests, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to be pledged as the "Pledged Stock"), herewith delivered to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined Administrative Agent accompanied by stock powers in the UCC) form of the foregoingEXHIBIT B attached hereto and made a part hereof duly executed in blank, including, without limitation, and all distributions (cash, stock, or otherwise), dividends, stock dividends, securitiesdistributions, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral.Stock; (b) Each All additional equity interests from time to time acquired by the Pledgor in any manner, and the certificates representing such additional equity interests (any such additional equity interests shall constitute part of the Pledged Interest consisting Stock and the Administrative Agent is irrevocably authorized to amend EXHIBIT A from time to time to reflect such additional equity interests), and all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of either or in exchange for any or all of such equity interests; (ic) a membership interest The property and interests in a Person that is a limited liability company or (ii) a partnership interest property described in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate SECTION 4 below; and (2d) is not and will not be deemed a “security” governed by Article 8 All proceeds of the UCCforegoing.

Pledge. (a) The As collateral security for the payment and performance when due of all the Secured Obligations, each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers transfers and grants to Pledgee, Collateral Agent for its benefit and the benefit of itself and the PurchasersSecured Parties (as hereinafter defined), a first lien on and continuing first priority perfected security interest in (i) and to all of the Pledged Equity right, title and other equity interests interest of such Pledgor in, to and under the Pledge Entities following property, whether now owned existing or hereafter acquired by such Pledgor acquired, (collectively, the “"Pledged Interests”Collateral"): (a) all issued and outstanding shares of capital stock of each Person described on Schedule A hereto (the "Pledged Stock") (which are and shall, subject to Section 4(b) hereof, remain at all times until this Agreement terminates, certificated shares), including the certificates representing the Pledged Stock and any interest of any Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Stock; (iib) any other all additional shares of capital stock of any issuer of the Pledged Equity hereafter pledged or referred Stock from time to time acquired by any Pledgor in any manner (which are and shall, subject to Section 4(b) hereof, remain at all times until this Agreement terminates, certificated shares) (which shares shall, upon acquisition, be deemed to be pledged part of the Pledged Stock), including the certificates representing such additional shares and any interest of any Pledgor in the entries on the books of any financial intermediary pertaining to the Pledgee pursuant to this Agreement; such additional shares; (iic) all “investment property” as such term is defined member interests in §9-102(a)(49Indrillers L.L.C., a Michigan limited liability company, held by DI, together with all rights, privileges, authority and powers of DI in and to Indrillers L.L.C. or under the membership agreement of Indrillers L.L.C. (the "Membership Agreement") of (collec- tively, the UCC "Initial Pledged Interest"), and the certifi- cates, instrumen▇▇ ▇▇d agreements, if any, representing the Initial Pledged Interest; (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (vd) all books and records options, warrants, rights, agreements, additional membership interests or other interests relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined Indrillers L.L.C. or any interest in the UCC) of the foregoingIndrillers L.L.C., including, without limitation, any right relating to the equity or membership interests in Indrillers L.L.C. or under the Membership Agreement (collectively, the "Additional Interests"; together with the Initial Pledged Interest, the "Pledged Interest"; the Pledged Interest and the Pledged Stock, collectively, the "Pledged Securities") from time to time acquired by Pledgor in any manner and the certificates, instruments and agreements, if any, representing the Additional Interests; (e) all distributions intercompany notes now owned or held by any Pledgor and from time to time acquired by any Pledgor in any way, including the intercompany notes described on Schedule B hereto (cashcollectively, stockthe "Intercompany Notes") and all certificates or instruments evidencing such Intercompany Notes and all proceeds thereof, or otherwise), all accessions thereto and substitutions therefore; (f) all dividends, stock dividends, securities, cash, options, warrants, rights, instruments, rights to subscribedistributions, purchasereturns of capital, or sellincome, profits and other property, rightsinterests or proceeds from time to time received, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed to any Pledgor in respect of, of or in exchange for, for any or all of the Pledged Collateral Securities or Intercompany Notes (collectively, "Distributions"); and (g) all Proceeds (as defined below)under the Uniform Commercial Code as in effect in any relevant jurisdiction (the "Code") or under other relevant law) of any of the foregoing, and in any event, including, without affecting the obligations of the Pledgor under limitation, any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, and all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through proceeds of any insurance (vi) of except payments made to a Person which is not a party to this Section 2 being collectively referred to as the “Pledged Collateral”Agreement), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturityindemnity, by acceleration warranty or otherwise) of the Obligations. All guarantee payable to Collateral Agent or to any Pledgor from time to time with respect to any of the Pledged Interests now owned by Collateral, (ii) payments (in any form whatsoever) made or due and payable to any Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described by any Governmental Authority (or any person acting under color of a Governmental Authority), (iii) instruments representing obligations to pay amounts in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody respect of Pledged Securities or Intercompany Notes, (iv) products of the certificates representing Pledged Collateral, and (v) other amounts from time to time paid or payable under or in connection with any of the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All Secured Obligations in accordance with the terms of the Loan Agreement and the other Financing Agreements (including this Agreement), the Pledgor hereby unconditionally and irrevocably establishes and provides to the Pledgeholder a pledge (the "Pledge") over the following assets: (i) the Pledged Interest together with all of the Pledgor's rights and interest in and to the Pledged Interest, whether arising under or granted by Applicable Law, the Charter or a decision taken by any of the Borrower's governing bodies; (ii) its interest in all profits and assets of the Borrower and other distributions payable by the Borrower from time to time to the Pledgor in respect of the Pledged Interests now owned Interest; (iii) all income payable from time to time after the date of this Agreement on all or any part of the Pledged Interest; (iv) all of its claims, proprietary rights, powers, privileges, authority, options, security interests, liens and remedies relating to the Pledged Interest, if any, whether arising under or granted by Applicable Law, the Charter or a decision taken by any of the Borrower's governing bodies; and (v) all cash, securities, interest, dividends, rights, assets and other property accruing to the Pledgor which are presently represented or offered to the Pledgor from time to time (whether by certificates are listed on Exhibit A heretoway of redemption, which certificatespreference, with undated assignments separate from certificates option rights or stock/membership interest powers duly executed otherwise), in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody respect of the certificates representing Pledged Interest or in substitution or exchange for, or otherwise derived from, the Pledged Interests Interest, or receivable or otherwise distributable in respect of or in exchange for any or all of the foregoing, and any additional all certificates and instruments representing or evidencing such other property, collectively referred to herein as the "Pledged CollateralAssets". (b) Each Subject to the terms and conditions of this Agreement and the other Financing Agreements, the parties hereto agree that the Pledgor shall be entitled to retain, possess and use the Pledged Interest consisting of either Assets throughout the entire Security Period, unless and until a Default occurs and is continuing which permits the Pledgeholder to foreclose on the Pledge created hereunder or exercise its rights under Article VII (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not Rights and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 Authorities of the UCCParties).

Pledge. (a) The Subject to the security interests reflected on Exhibit B, the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “"Pledged Interests”"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “"investment property” " as such term is defined in §9ss.9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “"security entitlement” " as such term is defined in § ss. 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “"Pledged Collateral”"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor Pledgor, which are presently represented by certificates certificates, are listed on Exhibit A hereto, which certificates, with undated assignments separate from the certificates or stock/membership interest powers duly executed in blank by such Pledgor and to the extent such certificates are available and not covered by an existing lien or pledge, or irrevocable proxies, are being delivered to the Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, to the extent such certificates are available and not covered by an existing lien or pledge, the Pledgor shall execute an Addendum in the form of Exhibit B C attached hereto (a “"Pledge Addendum”"). Any Pledged Collateral described in a Pledge Addendum executed by the Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. The Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) . Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “"security” " governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) Secured Parties all of the shares of beneficial interest or other ownership interests in the Subtenants (the “Pledged Equity Interests”) listed in Exhibit B attached hereto and all other shares of shares of beneficial interest or other ownership interests in the Subtenants in which the Pledgor may have rights from time to time and any other securities or other investment property and other equity interests collateral of the Pledge Entities Pledgor now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred which under this Agreement are required to be pledged to the Pledgee pursuant to this Agreement; (ii) Secured Parties, and in each case, all “certificates representing such Pledged Interests or other investment property” as such term is defined property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in §9-102(a)(49) respect of the UCC (as defined below) Pledged Interests, together with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) proceeds of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instrumentsnotes, rights securities or other property from time to subscribetime acquired, purchase, receivable or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the foregoing, (the Pledged Collateral (as defined below)Interests and any additional securities or collateral pledged hereunder, and without affecting the obligations of the Pledgor under any provision of the Security Agreementcollectively, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), and the Pledgor hereby grants to the Secured Parties a security interest in all of the Pledged Collateral and the proceeds thereof as collateral security for the prompt due and complete punctual payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsSecured Obligations (as hereinafter defined). All of The Pledgor has delivered to and deposited with the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from Secured Parties any and all certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates other instruments representing the Pledged Interests Collateral and undated trust share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations. If in the future the Pledgor possesses or controls any additional other certificates or other instruments representing the Pledged Collateral. (b) Each Pledged Interest consisting , the Pledgor shall immediately and without notice deliver the same to the Secured Parties together with undated trust share powers endorsed in blank, as security for the payment and performance of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 all of the UCCSecured Obligations.

Pledge. As security for the payment and performance, as the case may be, in full of the Indenture Obligations, the Pledgor and Guarantor has pledged and granted to the Collateral Agent, its successors and assigns, and has granted to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, among other things, a security interest (the "Pledge") in all of the Pledgor and Guarantor’s following rights and benefits (the "Pledged Rights") (a) The Pledgor hereby pledgesthe Shares namely, assignsNo. 42,250,000 ordinary shares of the Italian Issuer equal to 65% of the voting stock of such company (the "Pledged Interest" or, hypothecatesalternatively, transfersthe "Pledged Securities"; both expressions are deemed to include New Shares, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest as defined in (ic) all of below) par value Euro 0.48, represented by the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this AgreementCertificate; (iib) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 5 hereof, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rightsreceivable or otherwise di buted, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any for or all upon the conversion of the Pledged Collateral Securities; (as defined below)c) shares or stock of the Italian Issuer issued, and without accruing or subscribed to after the date hereof or otherwise acquired by the Issuer, including by means affecting the obligations capital stock of the Italian Issuer, in relation to the Shares ("New Shares"); provided that the percentage of voting share capital represented by the Shares pledged herein (including New Shares and whether referred to as "Pledged Interest", "Pledged Securities or "Collateral") shall never exceed 65% of the issued and outstanding voting stock of the Italian Issuer; (d) subject to Section 5 hereof, all rights and privileges of the Pledgor under and Guarantor with respect to the Shares and New Shares; and (e) all the proceeds of any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (ia) through (vie) of this Section 2 being collectively referred to as the “Pledged "Italian Collateral”"). Without prejudice to the provisions of the preceding paragraph, the secured obligations namely, the Indenture Obligations, shall include, but not be limited to (a) the total maximum amount, as principal, of the Notes, equal to U.S.$ 50,000,000; (b) all the interest due under the Notes; (c) all the fees, charges 3 of 34 and all reasonable expenses (including legal and fiscal expenses) payable under the Indenture or the Notes incurred by, and any other sum paid by the Secured Parties or the Collateral Agent in relation to the enforcement of the pledge or the right arising from this Agreement; (d) the payment of any and all sums due or to become due by the Pledgor and Guarantor to the Secured Parties on account of the obligation to redeem the amounts received as unjustified enrichment or for similar cause as a consequence of nullity, voidness or invalidity of the Indenture, the Notes or the Security Documents; (e) the payment of any sum due or to become due, at any time and from time to me, by the Pledgor and Guarantor to the Secured Parties and the Collateral Agent under this Agreement. To the extent that they have not previously been pledged in favor of the Secured Parties according to this Agreement or otherwise (and without exceeding the 65% limitation referred to in the first paragraph of this Section), the Issuer irrevocably agrees and undertakes to pledge in favor of the Secured Parties (including their successors and assignees as collateral well as additional Holders pursuant to the Indenture, the Notes or the Security Documents), the New Shares, provided that the foregoing shall not be a novation of this Agreement and/or the Pledge. It is understood that the same Pledged Rights and provisions as set forth in this Agreement shall extend to such New Shares, including the Pledgor and Guarantor’s and the Secured Parties’ authorization to the Collateral Agent to act under a conflict of interest or in the situation described in Article 1395 of the Italian Civil Code ("contratto con se stesso"). Any security interest granted hereunder shall be subject to the prior lien and security interest granted under the Revolving Loan Documentation in favor of the Secured Parties (as defined in the Revolving Loan Documentation, the "Senior Secured Parties") as security for the prompt and complete payment and performance when due (whether at or performance, as the stated maturitycase may be, by acceleration or otherwise) in full of the ObligationsRevolver Obligations (the "Senior Security Interest"). All TO HAVE AND TO HOLD the Italian Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, on behalf of and for the ratable benefit of the Pledged Interests now owned by Secured Parties, forever; subject, however, to the Pledgor which are presently represented by certificates are listed on Exhibit A heretoterms, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor covenants and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralconditions hereinafter set forth. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC."

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (aincluding the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) The Pledgor of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), each Grantor hereby pledgescollaterally assigns and pledges to the Collateral Agent, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, it successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ia) all of Equity Interests held by it are listed on Schedule I hereto and any other Equity Interests obtained in the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired future by such Pledgor Grantor and the certificates, if any, representing all such Equity Interests (collectively, the “Pledged InterestsEquity”); (b) (i) all debt securities of any Grantor or any Subsidiary of any Grantor owned by it and listed opposite the name of such Grantor on Schedule I hereto, (ii) any debt securities of any Grantor or any Subsidiary of any Grantor obtained in the future by such Grantor and (iii) any promissory notes and any other instruments evidencing such debt securities (the debt securities, promissory notes and instruments referred to in clauses (i), (ii) any other shares and (iii) of Pledged Equity hereafter pledged or this clause (b) are collectively referred to be pledged to as the Pledgee pursuant to this Agreement“Pledged Debt”); (iic) all “investment property” as such term other property that is defined in §9-102(a)(49) of delivered to and held by the UCC (as defined below) with respect theretoCollateral Agent; (ivd) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 2.07, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any for or all of upon the Pledged Collateral (as defined below)conversion of, and without affecting all other proceeds received in respect of, the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities referred to in clauses (ia) and (b) above; all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; (e) all insurance policies now or hereafter owned by each Grantor, listed on Schedule I hereto and to be updated from time to time, including life settlement policies and all related death benefits, the Servicing Agreement, related property with respect to each policy, policy files, all income, all rights under such policies (including the right to make claims on the foregoing policies and the right to receive payments under such policies), payments and proceeds (including proceeds of such policies received from an insurer and proceeds from the sale of such policies but excluding proceeds which independently constitute Excluded Assets) relating to or arising out of the foregoing and all rights of recourse or recovery against any third party, and all other claims, rights and causes of action, relating to or arising out of any of the foregoing (collectively, the “Pledged Policies”) and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (vif) of this Section 2 above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary in this Agreement, as collateral security the Pledged Collateral shall not include any Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the prompt benefit of the Secured Parties, subject, however, to the terms, covenants and complete conditions hereinafter set forth. The grant of a security interest in the Pledged Collateral by each Grantor under this Agreement secures the payment of all Secured Obligations now or hereafter existing under, or in respect of, the Credit Documents, whether direct or indirect, absolute or contingent, and performance when due (whether at the stated maturityfor principal, by acceleration reimbursement, obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise) . Without limiting the generality of the Obligations. All foregoing, this Agreement secures the payment of all amounts that constitute part of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank Secured Obligations and that would be owed by such Pledgor and irrevocable proxiesGrantor to any Secured Party under the Credit Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, are being delivered to Pledgee simultaneously herewith. Upon the creation reorganization or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (similar proceeding involving a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged CollateralGrantor. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transferstransfers and delivers to the Pledgee, delivers and hereby grants to Pledgee, for the benefit of itself and the Purchasers, Pledgee a first lien on on, and first priority perfected security interest in in, (ia) the Initial Pledged Stock, (b) all shares of stock, common or preferred, options, interests, participations, and other equivalents, warrants, convertible debentures and all agreements, instruments and documents convertible, in whole or part, into any one or more of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor foregoing (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49"Stock") of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating Issuer which Pledgor shall, from time to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingtime, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time become entitled to receive or is otherwise distributed shall receive as set forth in respect ofSECTION 3 hereof (together with any Stock options or rights received pursuant to SECTION 3 hereof, or in exchange forthe "ADDITIONAL PLEDGED STOCK"; the Additional Pledged Stock and the Initial Pledged Stock being sometimes hereinafter referred to as the "PLEDGED STOCK"), any or (c) all of the Pledged other Collateral (as defined below)in SECTION 4 hereof) as may be pledged to Pledgee at any time and from time to time hereunder and (d) all proceeds thereof, and without affecting the obligations of the Pledgor under any provision of the Security Agreement, together with appropriate undated stock powers duly executed in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”)blank, as collateral security for (i) the due and punctual payment and performance by Pledgor of its obligations, covenants, agreements and liabilities, absolute or contingent, liquidated or unliquidated, now existing or hereinafter incurred under, arising out of or in connection with this Agreement, (ii) the prompt and complete payment and performance when due (whether at the stated maturitydue date, by acceleration or otherwise) of the Obligations. All unpaid principal of and interest on the Pledged Interests now owned Note issued to evidence the Loans made by Pledgee to Issuer pursuant to the Pledgor which are presently represented Loan Agreement as well as collection costs therefor, and (iii) the due and punctual payment and performance by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition Issuer of any new Pledged Interests, Pledgor shall execute an Addendum all Obligations (as defined in the form of Exhibit B attached hereto Loan Agreement) to Pledgee, absolute or contingent, liquidated or unliquidated, now existing or hereinafter incurred (a “Pledge Addendum”all the foregoing being hereinafter called the "OBLIGATIONS"). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the PurchasersBuyers, a first lien Lien on and first priority perfected security interest in (i) all of the Pledged Equity and capital stock or other equity interests of the Pledge Entities Entity now owned or hereafter acquired by such Pledgor (collectively, the “Pledged InterestsShares”), (ii) any all other shares of Pledged Equity property hereafter pledged delivered to, or referred to be pledged in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledgee pursuant to this Agreement; Pledged Shares, (iii) the properties of Pledgor which is described in Section 6 below, whether now or hereafter delivered to, or in the possession or custody of Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viiv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsLiabilities. All of the Pledged Interests Shares now owned by the Pledgor Pledgor, if any, which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates certificates, if any, representing the Pledged Interests Shares and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. Each Pledgor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Pledgor in and to the collateral described in subsections (a) The Pledgor hereby pledgesthrough (h) below (in the case of subsection (b) below, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and extent such collateral relates to the Purchasers, a first lien on and first priority perfected security interest in (iCollateral Properties) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Collateral”): (a) The Pledged Interests”); (b) All distributions, (ii) cash, securities, interest, dividends, rights and other property at any other shares time and from time to time received, receivable or otherwise distributed in respect of Pledged Equity hereafter pledged or referred in exchange for any or all thereof to which such Pledgor shall at any time be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined entitled in §9-102(a)(49) respect of the UCC Pledged Interests; (as defined belowc) with All payments due or to become due to such Pledgor in respect thereto; (iv) of any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing; (d) All of such Pledgor’s claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any of the foregoing; (e) All of such Pledgor’s rights to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to any of the foregoing including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights any power to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through terminate, cancel or modify any agreement in respect of the foregoing, (ii) execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable issuer thereof, (iii) exercise voting rights or make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any “put”, right of first offer or first refusal, or other option, (vi) exercise any right of this Section 2 being collectively referred to as the “Pledged Collateral”)redemption or repurchase, as collateral security (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) any of the Obligations. All foregoing, (ix) enforce or execute any checks, or other instruments or orders, (x) file any claims and to take any action in connection with any of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates foregoing; or stock/membership interest powers duly executed in blank by (xi) otherwise act as of such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon were the creation or acquisition absolute owner of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the such Pledged Interests and any additional Pledged Collateral.all rights associated therewith; (bf) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company All certificates and instruments representing or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 evidencing any of the UCCforegoing; (g) All other rights, titles, interests, powers, privileges and preferences pertaining to any of the foregoing; and (h) All proceeds and products of the foregoing, however and whenever acquired and in whatever form.

Pledge. Notwithstanding anything in this Pledge Agreement to the contrary, this Pledge shall not be effective unless and until the FIRB Approval has been obtained by Lender and, upon the receipt by Lender of the FIRB Approval, this Pledge shall be effective as of the date hereof. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All , Pledgor hereby pledges, assigns and hypothecates to Lender and grants to Lender a continuing, perfected and second priority lien upon and security interest (subject only to the lien and security interest granted by Pledgor to the Administrative Agent pursuant to the Security Agreement) in, to and under all of Pledgor's right, title and interest in and to the following (collectively, the "COLLATERAL"), whether now existing or hereafter from time to time acquired (provided that in no event shall the equity interests in the Company pledged to or subject to a security interest in favor of Lender pursuant to this Pledge and/or the Second Equitable Mortgage exceed 66% of the Pledged Interests now owned by beneficial interests in the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from Company): (i) Pledgor's Interest; (ii) Distributions; (iii) all Stock Certificates; (iv) all additional certificates or stock/membership interest powers duly executed other evidence of Pledgor's Interest in blank Company received by such Pledgor and irrevocable proxiesor to which Pledgor is entitled pursuant to any reclassification, are being delivered reorganization, or increase or reduction of capital attributable to Pledgee simultaneously herewith. Upon the creation any certificate described in clause (iii) above or acquisition in substitution of or in exchange of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral certificate described in a Pledge Addendum executed clause (iii) above; (v) any loans made by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession the Company, including the full principal balance thereof, and custody all interest and other sums due thereon; (vi) all interest, cash, dividends, checks and other instruments and property from time to time hereafter received, receivable or otherwise distributed in addition to, in respect of or in exchange or substitution for all or any portion of Pledgor's Interest; and (vii) all proceeds (other than Distributions made prior to the occurrence of an Event of Default (as hereinafter defined)) retained by Pledgor in accordance with Paragraph 11(b) hereof) of, from and relating to any of the certificates representing the Pledged Interests and any additional Pledged Collateralforegoing. (b) Each Pledged Interest consisting This Pledge shall be in addition to, and shall in no way limit or impair, any rights of either (i) a membership interest in a Person that is a limited liability company Lender in, to and under any other collateral, including without limitation the Mortgaged Property, or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 any of the UCCLoan Documents.

Pledge. (a) The Pledgor hereby pledges, mortgages, assigns, hypothecates, transfers, delivers delivers, deposits, sets over and grants confirms as a first priority security interest to PledgeePledgee and its successors and assigns, for the benefit of itself and the Purchasersas agent for any affiliate of Fifth Third Bancorp, a first lien on all of Pledgor’s right, title and first priority perfected security interest in (i) and to 100% of the capital stock in all of the Pledged Equity Pledgor’s subsidiaries, as set forth on attached Exhibit A, and all income, dividends and other equity interests of distributions thereon and the Pledge Entities now owned or hereafter acquired by such Pledgor proceeds thereof (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged CollateralInterest”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) Pledgor of the following (collectively, the “Obligations. All ”): all loans, advances, indebtedness and each and every other obligation or liability of Pledgor owed to Pledgee under the terms of the Pledged Interests Note, whether now owned existing or hereafter arising, absolute or contingent, liquidated or unliquidated, matured or unmatured, whether or not secured by additional collateral, and including but not limited to all liabilities, obligations and indebtedness arising under the Pledgor which are presently represented by certificates are listed on Exhibit A heretoLoan Documents, which certificatesall obligations to perform or forbear from performing acts, with undated assignments separate from certificates any and all Rate Management Obligations (as defined in the Loan Documents), and all agreements, instruments and documents evidencing, guarantying, securing or stock/membership interest powers duly otherwise executed in blank connection with any of the foregoing, together with any amendments, modifications, and restatements thereof, and all expenses and attorneys’ fees incurred by such Pledgor Pledgee under this Agreement or any other document, instrument or agreement related to any of the foregoing. (a) All income, dividends and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum distributions (in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody cash, property, stock or other securities) arising out of the Interest and the proceeds thereof (collectively “Distributions”) shall immediately become subject to the lien and security interest of this Agreement and, upon acquisition of any Distributions, Pledgor agrees to deliver to Pledgee all documents, certificates representing and instruments evidencing the Pledged Interests Distributions and any additional Pledged Collateraldocumentation requested by Pledgee to perfect and protect Pledgee’s interest therein. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership All physical certificates (if any) (1) is not and will not be evidenced evidencing the Interest are herewith delivered to the Pledgee accompanied by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCCassignments executed in blank.

Pledge. (a) The Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgeethe Collateral Agent, for the benefit of itself the Secured Parties, and grants to the PurchasersCollateral Agent for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of in, the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “Pledged Collateral”): (a) All of the right, title and interest of such Pledgor in the Equity Interests, whether now existing or hereafter arising, and the certificates evidencing the shares of such capital stock (such now-existing shares being identified on Exhibit A attached hereto and made a part hereof), and (in the case of the Company as the Pledgor) all options and warrants for the purchase of additional equity interests in AFC now or hereafter held in the name of the Company (all of said Equity Interests and (in the case of the Company as the Pledgor) options and warrants and all capital stock held in the name of the Company as a result of the exercise of such options or warrants being hereinafter collectively referred to as the “Pledged Stock”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged herewith delivered to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC Collateral Agent, accompanied by undated Powers (as defined below) with respect thereto; (iv) any “security entitlement” as executed in blank by such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating Pledgor, and, subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 9 hereof, all distributions (cash, stock, or otherwise), dividends, stock dividends, securitiesdistributions, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral Stock; (b) All Additional Equity Interests (as defined below) from time to time acquired by the Company from the date hereof in any manner, and the certificates representing such Additional Equity Interests (any such additional equity interests shall constitute part of the Pledged Stock and the Collateral Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional equity interests), and without affecting the obligations subject to Section 9 hereof, all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledgor under any provision Equity Interests or Additional Equity Interests; and (c) All proceeds of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralforegoing. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgeethe Collateral Agent, for the benefit of itself and the Purchasersother Investors, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee Collateral Agent pursuant to this Agreement; (iiiii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned as of the date hereof by the Pledgor Pledgor, which are presently represented by certificates certificates, are listed on Exhibit A hereto, which certificates, with undated assignments separate from the certificates or capital stock/membership interest powers duly executed in blank by such Pledgor and to the extent such certificates are available and not covered by an existing lien or pledge, or irrevocable proxies, are being delivered to Pledgee the Collateral Agent simultaneously herewithwith the execution of this Agreement. Upon the creation or acquisition of any new Pledged Interests, to the extent such certificates are available and not covered by an existing lien or pledge, the Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”)) and deliver the original certificates for the Pledge Equity to the Collateral Agent. Any Pledged Collateral described in a Pledge Addendum executed by the Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee Upon delivery to the Collateral Agent, the Collateral Agent shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The As continuing security for the payment or performance, as the case may be, in full when due of the Secured Obligations, Pledgor hereby pledgespledges to the Security Agent, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersSecurity Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of Pledgor’s right, title and interest in, to and under all of the Pledged Equity and other equity interests of the Pledge Entities following personal property, whether now owned by Pledgor or hereafter acquired by such Pledgor and whether now existing or hereafter coming into existence (collectively, the “Pledged InterestsCollateral”): (i) (A) shares, Capital Stock, membership interests, or other equity interests in the Company, or any warrants to purchase or depositary shares or other rights in respect of any such interests (collectively, the “Pledged Equity”), and (B) all shares of stock, Share Certificates, instruments or other documents evidencing or representing the Pledged Equity; (ii) any other shares of present and future payments, proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Equity, and all monies due or to become due and payable to Pledgor in connection with or related to such Pledged Equity hereafter pledged or referred otherwise paid, issued or distributed from time to be pledged to time in respect of or in exchange therefor, and any Share Certificate, instrument or other document evidencing or representing the Pledgee pursuant to this Agreement; same (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions proceeds of dissolution or liquidation); (cashiii) all Proceeds of all of the foregoing, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sellof every kind, and other propertyall proceeds of such proceeds; and (iv) all books and records of Pledgor in connection with any of the foregoing. Notwithstanding anything to the contrary contained herein, rightsthe Pledged Collateral shall not extend to Excluded Swap Obligations. (b) Except as otherwise expressly provided herein, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates a Share Certificate and are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being . The Share Certificate shall be delivered to Pledgee simultaneously herewiththe Security Agent (or as the Security Agent may otherwise direct, provided such delivery shall not be to an Affiliate or Control Person of the Company or Pledgor) by Pledgor within 2 Business Days of Pledgor receiving same from the Senior Security Agent following the Senior Discharge Date. Upon the creation or acquisition of any new Pledged InterestsThe undated stock power, Pledgor shall execute an Addendum substantially in the form of Exhibit B attached hereto duly executed in blank by Pledgor, shall be delivered to the Security Agent (a “Pledge Addendum”)or as the Security Agent may otherwise direct, provided such delivery shall not be to an Affiliate or Control Person of the Company or Pledgor) currently with the execution and delivery of this Agreement. Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be notify the Security Agent within 5 Business Days upon its acquisition of any Pledged Equity not listed on Exhibit A hereto. Pledgee A. Following the Senior Discharge Date, the Security Agent (or such Person as directed by the Security Agent, provided such Person is not an Affiliate of the Company or Pledgor) shall maintain possession and custody of the certificates representing the Share Certificates evidencing Pledged Interests Equity and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, As collateral security for the benefit of itself full and the Purchasers, a first lien on and first priority perfected security interest in (i) all timely payment of the Pledged Equity ------ Note Obligations and other equity interests of any amounts payable by the Pledgor under this Pledge Entities now owned or hereafter acquired by such Pledgor Agreement (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, any and all distributions (cashreasonable fees and expenses, stockincluding reasonable legal fees and expenses, incurred by the Company in connection with any exercise of its rights under the Note or otherwisehereunder), the Pledgor hereby delivers, deposits, pledges, transfers and assigns to the Company, in form transferable for delivery, and creates in the Company a security interest in all Shares and all certificates evidencing the Shares and all other instruments or documents evidencing the same and all dividends, stock dividends, securities, cash, instrumentsPledge Agreement April 10, rights to subscribe2001 received, purchase, receivable or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed (collectively, "Dividends") in --------- respect of, of or in exchange for, for any or all of the Pledged Collateral (as defined below), Shares. The Shares and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral other securities described in clauses (i) through (vi) of this Section 2 being above are hereinafter collectively referred to as the “"Pledged Collateral”Securities". ------------------ The Pledgor agrees that all certificates evidencing the Pledged Securities shall be marked with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A PLEDGE AGREEMENT DATED AS OF APRIL 10, 2001 BY AND BETWEEN SMTC CORPORATION, A DELAWARE CORPORATION (THE "CORPORATION"), as collateral security for AND THE PLEDGOR ----------- NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION. The Pledgor agrees to deliver to the prompt and complete payment and performance when due (whether at the stated maturity, Company all Pledged Securities currently held by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed him in blank by order that such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter legend may be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralplaced thereon. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The As collateral security for the payment and performance when due of all the Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers transfers and grants to Pledgee, Collateral Agent for the benefit of itself and the PurchasersSecured Parties, a first lien on and continuing first priority perfected security interest in and to all of the right, title and interest of the Pledgor in and to the following property, whether now existing or hereafter acquired, (icollectively, the "Pledged Collateral"): the issued and outstanding shares of capital stock described on Schedule I hereto ("the Pledged Shares"), including the certificates representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares; all additional shares of capital stock of any issuer of the Pledged Shares from time to time acquired by the Pledgor in any manner (which securities shall be deemed to be part of the Pledged Shares) and the certificates representing such additional securities and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional securities; all intercompany notes described on Schedule II hereto (the "Intercompany Notes") now owned or held by Pledgor and from time to time acquired by Pledgor in any way, and all certificates or instruments evidencing such Intercompany Notes and all proceeds thereof, all accessions thereto and substitutions therefor; all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital, income, profits and other property, interests or proceeds from time to time received, receivable or otherwise distributed to the Pledgor in respect of or in exchange for any or all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor Shares (collectively, the “Pledged Interests”"Distributions"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) and 198 all “investment property” as such term is defined in §9-102(a)(49) of the UCC Proceeds (as defined belowunder the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17or under other relevant law) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) any of the foregoing, and in any event, including, without limitation, any and all distributions (cash, stock, or otherwisei) proceeds of any insurance (except payments made to a Person which is not a party to this Agreement), dividendsindemnity, stock dividendswarranty or guarantee payable to Collateral Agent or to the Pledgor from time to time with respect to any of its respective Pledged Collateral, securities(ii) payments (in any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, cashconfiscation, instrumentscondemnation, rights seizure or forfeiture of all or any part of its respective Pledged Collateral by any Governmental Authority (or any person acting under color of a Governmental Authority), (iii) instruments representing obligations to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed pay amounts in respect ofof Pledged Shares, or in exchange for, any or all (iv) products of the Pledged Collateral and (as defined below), and without affecting the obligations of the Pledgor v) other amounts from time to time paid or payable under or in connection with any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor Each of the Pledgors hereby pledgesgrants, pledges and collaterally ------ assigns, hypothecatesand the Subsequent Pledgor agrees to grant, transferspledge and collaterally assign upon the transfer of the Pledged Collateral in accordance with Article 6 hereof, delivers and grants to Pledgee, the Purchaser as security for the benefit due and punctual satisfaction and discharge of itself and all the PurchasersSecured Obligations, a first lien on continuing security interest and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities pledge upon, whether now owned or hereafter acquired by such Pledgor acquired, and howsoever its interest therein may appear: (collectivelya) the Pledged Shares; (b) all rights, interests and property relating to or arising out of the Pledged Shares, or to which the Pledgors may become entitled, which the Pledgors may be offered or which may accrue to the Pledgors in connection with their interest in any of the Pledged Shares, other than the rights, interests and property relating to or arising out of the Pledged Shares to which the Purchaser is entitled and are actually distributed to the Purchaser pursuant to Section 4.6 and 5.4 of the Purchase Agreement (the "Additional Property"). The ------------------- Additional Property shall include, without limitation: (i) any shares of stock issued as a result of a stock split or any stock dividends of any stock fully fungible with the Common Shares, the “Pledged Interests”)exercise of any right or option, or otherwise, (ii) any other shares of Pledged Equity hereafter pledged right, interest or referred property received from time to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any in consideration for or all as a result of the transfer of Pledged Collateral Shares or any of the foregoing; and (as defined c) all proceeds and products of any of the above (the Pledged Shares, the Additional Property, the rights and property described in Section 2.2 below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 proceeds thereof being collectively referred to as the “"Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”"). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.------------------

Pledge. (a) The Pledgor To secure the payment and performance of all Note Obligations, Pledgee hereby pledgesgrants, assignstransfers and pledges to Pledgor, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, Pledgee a first lien on and first priority perfected security interest in in, all of Pledgor's now existing and hereafter arising right, title and interest in, under and to the following (the "Collateral"): (i) One Promissory Note of CyberGuard Corporation in the principal amount of $150,000 payable to Pledgor, together with all of new, substituted and additional notes made at any time with respect to this Note (the "Pledged Equity and other equity interests of Note"); or such substituted Collateral as may be reasonably acceptable to the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), Pledgee; (ii) any other One Warrant to purchase 150,000 shares of CyberGuard Corporation, together with all new, substituted and additional warrants made at any time with respect to such Warrant (the "Pledged Equity hereafter pledged Warrants"); or referred to such substituted Collateral as may be pledged reasonably acceptable to the Pledgee pursuant to this Agreement; Pledgee; (iiiii) Any and all “investment property” as such term is defined in §9-102(a)(49) now existing and hereafter arising rights of the UCC (as defined below) holder of the Collateral or any substituted Collateral with respect thereto; (iv) to all rights to payment of any “security entitlement” as such term is defined in § 8kind, including cash and non-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), cash dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other property, rightsfrom time to time received, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect on account of, or in exchange for, the Pledged Note or Pledged Warrant or any or all substituted Collateral; and (iv) All proceeds of the Pledged foregoing Collateral, including, without limitation, whatever is receivable or received when Collateral (as defined below)or proceeds is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and including, without affecting the obligations limitation, all rights to payment, interest, or other property receivable or received on account of the Pledgor under any provision of the Security Agreement, in the event of any consolidation Collateral or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralproceeds thereof. (b) Each Pledged Interest consisting Pledgor hereby irrevocably appoints Pledgee as its true and lawful attorney-in-fact, with full power of either delegation, substitution and assignment, as follows: (i) a membership interest to execute, deliver, file and record, on Pledgor's behalf and in a Person that is a limited liability company or Pledgor's name, financing statements and all such other security and agreements, contracts, documents and instruments; (ii) a partnership interest to give notice of Pledgee's rights in a Person that is a partnership the Collateral and to enforce the same; (if anyiii) to receive, endorse, and collect all instruments made payable to Pledgor, representing any payment or distribution in respect of the Collateral or any part thereof and to give full discharge therefor, which irrevocable power shall become effective without further action upon the occurrence of an "Event of Default" (1) is not and will not be evidenced by a certificate as hereinafter defined); and (2iv) to do such other acts as Pledgee, in its sole discretion, may deem necessary or desirable to perfect or protect the security interest hereby created and to carry out the purposes and intents of this Pledge Agreement, Pledgor hereby ratifying and confirming all that Pledgee may do in that regard, acknowledging that this power of attorney is not coupled with an interest, and will not be deemed a “security” governed by Article 8 agreeing to pay all reasonable costs and expenses in connection therewith, provided, however, that Pledgee shall have recourse only to the Collateral for collection of the UCCsuch costs and expenses.

Pledge. Pledgor hereby pledges to Trustee, for its own benefit and the benefit of the Holders, and grants to Trustee, for its own benefit and benefit of Holders, a security interest in: (a) The the shares of stock of each entity identified on Schedule I hereto (the "Entities") held by Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for (the benefit of itself "Pledged Shares") and the Purchasers, a first lien on and first priority perfected security interest in (i) all of certificates representing the Pledged Equity Shares, and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securitiescash dividends, cash, instruments, rights to subscribe, purchase, or sell, chattel paper and other property, rights, property or proceeds and interest that such Pledgor is at any products from time entitled to receive time received, receivable or is otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral.Shares; (b) Each all additional shares of stock of each such Entity at any time acquired by Pledgor in any manner, and the certificates representing such additional shares (and any such additional shares shall constitute part of the Pledged Interest consisting Shares under this Agreement), and all stock dividends, cash dividends, cash, instruments, chattel paper and other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of either or in exchange for any or all of such shares; and (c) all proceeds of any of the foregoing (the assets described in this Section 1 are collectively referred to as, the "Pledged Collateral"). Notwithstanding any other provision contained herein, the security interest granted by the Pledgor to the Trustee, and any other rights of the Trustee with respect to the Pledged Collateral described herein, pursuant to this Agreement, to secure the Secured Obligations (as defined herein) shall be (i) a membership interest subordinate and junior in a Person that is a limited liability company priority to the Liens granted to the Senior Agent and the Senior Lenders pursuant to the Senior Loan Agreement or any other Senior Security Documents (the "Senior Holder Liens"), and (ii) a partnership interest in a Person that is a partnership (if any) (1) is not subject to the terms and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 conditions of the UCCIntercreditor Agreement. Any provisions contained herein that purport to give the Trustee the right to exercise its judgment, the right to be satisfied or other similar rights or decision making abilities shall only be operative after such time as all indebtedness under the Senior Loan Agreement has been fully and indefeasibly paid in cash and satisfied and all lending commitments under the Senior Loan Agreement have been terminated. In addition, the Pledgor and the Trustee acknowledge and agree that, to the extent that any provision hereunder imposes an obligation upon the Pledgor that the Pledgor is unable to satisfy due to the satisfaction of its obligations under the Senior Loan Agreement and the Senior Security Documents, such provision shall not become operative until all indebtedness under the Senior Loan Agreement has been fully and indefeasibly paid in cash and satisfied and all lending commitments under the Senior Loan Agreement have been terminated.

Pledge. (a) The Upon the terms hereof, Pledgor hereby pledges, assigns, hypothecates, transfers, delivers pledges and grants to Pledgee, for the benefit of itself and the Purchasers, Secured Party a first lien on and first priority perfected security interest (the "Security Interest") in (i) and to all of the Pledged Equity right, title and other equity interests interest of Pledgor in and to all of the Pledge Entities now owned or hereafter acquired by such Pledgor following instruments and property (collectively, all of the “Pledged Interests”), following being herein sometimes called the "Collateral"): (iia) any other 2,500 shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) issued and outstanding common stock of JRG, together with all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingcertificates, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instrumentsoptions, rights to subscribeor other distributions issued as an addition to, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, substitution or in exchange for, or on account of, any or all such shares, as represented by a true and correct copy of Certificate No. 001 attached hereto and incorporated herein by reference representing 2,500 shares of the Pledged Collateral (as defined below)common stock of JRG, and without affecting the obligations originals of the Pledgor under any provision of the Security Agreement, this certificate having been deposited in the event physical possession of any consolidation or merger in which Secured Party simultaneously with the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral.Pledgor's execution hereof: (b) Each Pledged Interest consisting All securities and other property, rights or interests of either any description at any time issued or issuable as an addition to, in substitution or exchange for, with respect to, incident to or in lieu of such shares described in Sections 2(a) hereof or with respect to, incident to or in lieu of the Collateral (i) a membership interest in a Person that is a limited liability company due to any dividend, stock-split, stock dividend or distribution on dissolution, on partial or total liquidation, or other corporate reorganization, or for any other reason; (ii) in connection with a partnership interest reduction of capital, capital surplus or paid-in a Person that is a partnership surplus; or (iii) in connection with any spin-off, split-off, reclassification, readjustment, merger, consolidation, sale of assets, combination of shares or any other plan of distribution affecting the companies which have issued the shares described in Section 2(a) hereof; (c) Any subscription or other rights or options issued in connection with the shares described in Sections 2(a) hereof, including, but not limited to preemptive rights and, if anyexercised by the Pledgor, all new shares or other securities so acquired by the Pledgor, which shall immediately be assigned and delivered to Secured Party and held under the terms of this Pledge Agreement in the same manner as the shares originally pledged hereunder; (d) Any and all proceeds, monies, income and benefits arising from or by virtue of and all dividends and distributions (1cash or otherwise) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 payable and/or distributable with respect to, all or any of the UCC.shares or other securities and rights and interests described herein;

Pledge. As security for the payment and performance of all of the Obligations, Pledgor hereby pledges to Agent, and grants to Agent, for the benefit of Agent and Lenders, a continuing security interest in, all of the following, whether now existing or hereafter owned, existing or arising (the “Subject Collateral”): (a) The equity interests held by Pledgor hereby pledgesin each Person described on Schedule I hereto (the “Pledgee”) and any investment property and general intangibles evidenced by or relating to such equity interests (collectively, assignsthe “Subject Securities”), hypothecatesand all other property hereafter delivered to Agent in substitution for or in addition to any of the foregoing; (b) all documents, transferscertificates and/or instruments representing any of the foregoing and all cash, delivers securities, dividends, rights and grants other property at any time and from time to Pledgeetime received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, except for any distributions with respect to the Subject Securities that would be permitted under the Loan Documents; and (c) all products and proceeds of all of the foregoing. Pledgor agrees to deliver to Agent, for the benefit of itself and Lenders, promptly upon receipt and in due form for transfer, any certificates evidencing the PurchasersSubject Securities, a first lien on and first priority perfected security interest any other Subject Collateral which may at any time or from time to time come into the possession or control of Pledgor; and prior to the delivery thereof to Agent, such Subject Collateral shall be held by Pledgor separate and apart from its other property and in express trust for Agent. Pledgor further agrees to obtain the written acknowledgment of any custodian of the Subject Collateral, to the effect that (i) all rights of Pledgor in the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by Subject Collateral are subject to such Pledgor (collectively, the “Pledged Interests”)security interest, (ii) such custodian is authorized and instructed to comply with any other shares instruction of Pledged Equity hereafter pledged Agent with respect to disposition or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) transfer of the UCC (as defined below) with respect thereto; (iv) Subject Collateral, including any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating instruction to the foregoing; cease accepting instructions from Pledgor, and (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of a conflict between instructions given by Agent and instructions given by Pledgor, Agent’s instructions shall control. It is Pledgor’s intent that, by virtue of this Agreement and such acknowledgments, Agent is granted “control” within the meaning of Sections 9-104 and 9-106 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”) with respect to the Subject Collateral and any consolidation deposit account or merger in security account to which the Subject Collateral is credited. Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person hereby agrees that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and it will not be evidenced by a certificate and grant “control” (2) is not and will not be deemed a “security” governed by Article 8 within the meaning of such Sections of the UCC) to any Person other than Agent with respect to the Subject Collateral or any deposit account to which the Subject Collateral is credited.

Pledge. (a) The Pledgor Company hereby pledges, assigns, hypothecates, transfers, and delivers to the Bank all its right, title and interest to, and hereby grants to Pledgee, for the benefit of itself and the Purchasers, Bank a first lien on on, and first priority perfected security interest in, all right, title and interest of the Company in and to the following (ithe "Collateral"): (a) all Bonds which may from time to time be purchased with proceeds of C Drawings and/or D Drawings under the Letter of Credit (the "Pledged Bonds"); (b) all income, earnings, profits, interest, premium or other payments in whatever form in respect of the Pledged Equity Bonds; (c) all proceeds (cash and other equity interests non-cash) arising out of the Pledge Entities now owned sale, exchange, collection, enforcement or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) other disposition of all or any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all portion of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), Bonds; as collateral security for the prompt and complete payment and performance when due of all amounts due in respect of the reimbursement obligations of the Company set forth in clauses (whether ii) and (iii) of Section 3(a) with respect to such Pledged Bonds (the "Obligations"). In the event that the Company shall fail to pay any amount when due under clauses (ii) or (iii) of Section 3(a) with respect to the Pledged Bonds, the Bank, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Company or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of the stated maturityBank's offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, with the right to the Bank upon any such sale or sales, public or private, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Company, which right or equity is hereby expressly waived or released. The Bank shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of the Bank hereunder, including reasonable attorney's fees and legal expenses, to the payment in whole or in part of the Obligations in such order as the Bank may elect, the Company remaining liable for any deficiency remaining unpaid after such application, and only after so applying such net proceeds and after the payment by acceleration or otherwisethe Bank of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the ObligationsUniform Commercial Code, need the Bank account for the surplus, if any, to the Company. All The Company agrees that the Bank need not give more than ten days' notice of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor time and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition place of any new Pledged Interestspublic sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No notification need be given to the Company if it has signed after default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, Pledgor evidencing or relating to any of the Obligations, the Bank shall execute an Addendum have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of New York. The Company covenants that the pledge, assignment and delivery of the Collateral hereunder will create a valid, perfected, first priority security interest in all right, title or interest of the Company in or to such Col- lateral, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody property or assets of the certificates representing Company which would include the Pledged Interests Collateral. The Company covenants and any additional Pledged Collateral. (b) Each Pledged Interest consisting agrees that it will defend the Bank's right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of either all persons whomsoever. Provided the Company shall have paid all amounts then due under clause (i) a membership of Section 3(a) and shall have paid all interest in a Person that is a limited liability company or which may be owing under clause (iiiii) a partnership of Section 3(a), the Bank will promptly pay over to the Company any interest in a Person that is a partnership (if any) (1) is not and will not it may receive from the Trustee on any Pledged Bonds. Pledged Bonds shall be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 released from the security interest created hereunder upon satisfaction of the UCCObligations with respect to such Pledged Bonds.

Pledge. (a) The Upon the terms hereof, Pledgor hereby pledgesassigns, assignsconveys, hypothecates, transfers, pledges, grants and delivers and grants to Pledgee, for the benefit of itself and the Purchasersa continuing pledge, a first lien on and first priority perfected security interest in and to (ihereinafter referred to as the "Security Interest") all of the Pledged Equity right, title and other equity interests interest of Pledgor in and to all of the Pledge Entities now owned or hereafter acquired by such following instruments and property (said instruments and property hereinafter referred to as the "Collateral"): (i) the Pledged Securities, registered in the name of the Pledgor (collectively, and in the “Pledged Interests”), respective amounts as identified on Schedule A attached hereto; (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingAll certificates, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other propertyoptions, rights, and interest that such Pledgor is at any time entitled to receive securities or is otherwise distributed other distributions issued as an addition to, in respect of, substitution or in exchange for, or on account of, any shares described in subparagraph (i) of this Paragraph 1; (iii) Any stock or all other securities acquired by the Pledgor or Pledgor's designee(s) with respect to, incident to or in lieu of any shares described in subparagraph (i) of this Paragraph 1 or with respect to, incident to or in lieu of the Pledged Collateral (a) due to any dividend, stock-split, stock dividend or distribution on dissolution, on partial or total liquidation, or for any other reason, (b) in connection with a reduction of capital, capital surplus or paid-in-surplus, (c) in connection with any spin-off, split-off, reclassification, readjustment, merger, consolidation, sale of assets, combination of shares or any other plan of distribution affecting the company which has issued the shares described in subparagraph (i) of this Paragraph 1; (iv) Any subscription or other rights or options issued in connection with any shares described in subparagraph (i) of this Paragraph 1, and, if exercised the Pledgors, all new shares or other securities so acquired by the Pledgor, which shall immediately be assigned and delivered to Pledgee and held under the terms of this Pledge Agreement in the same manner as defined below)the shares originally pledged hereunder; (v) Any and all proceeds, monies, income and benefits arising from or by virtue of, and without affecting the obligations all dividends and distributions (cash or otherwise) payable and/or distributable with respect to, all or any of the shares or other securities and rights and interests described in this Paragraph 1; (vi) Any and all other legal or beneficial interest that Pledgor under any provision may now own or hereafter acquire in the equity or derivative equity securities of the Security Agreemententities set forth on Schedule A attached hereto; (vii) All proxies, in applications, acceptances, stock powers, chattel paper, documents, instruments or other evidences of payment or writing constituting or relating to any of the event Collateral; and Without limiting the generality of any consolidation or merger in the forgoing, reference is made to Paragraph 7 hereof for certain circumstances under which the Pledgor is not the surviving corporationmay use, all shares of each class or Pledged Equity receive and/or keep parts of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.