Common use of Pledge Clause in Contracts

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule A hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined)Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A heretoA, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "“Pledged Securities"”); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Obligations Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (as hereinafter definedincluding the name and address of the applicable Pledgee), Pledgor hereby pledgesthe 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) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, hypothecatesbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, assignsmodification, transferswaiver or termination of this Agreement or the Servicing Agreement, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a security interest in, receive any payments that the collateral described in Schedule A hereto, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any 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 respect oflieu of foreclosure as to such collateral), in exchange for, or in substitution for any accordance with applicable law and all this Agreement. In such pledged securities (all such pledged securitiesevent, the proceeds thereofServicer 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), cashand its successor and assigns, dividends, additional securities and other property now or hereafter pledged hereunder which are hereinafter collectively called Qualified Institutional Lenders as the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited successor to the after-tax proceeds received with respect to pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the Pledged Securities and Pledgor shall be entitled to receipt obligations of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and collateral by such other instruments or documents Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares to each non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As (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 in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined), Obligations. All of the Pledged Interests now owned by the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule which are presently represented by certificates are listed on Exhibit A hereto, together 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 proceeds thereof and all cashcreation or acquisition of any new Pledged Interests, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and 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 entitled deemed to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges be listed on Exhibit A hereto. Pledgee shall maintain possession and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Obligations (as hereinafter defined)Secured Obligations, each Pledgor hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and permitted assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender 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 (a) the collateral described Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the 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 Stock”); 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 A heretoII), together with (ii) any debt securities in the proceeds thereof future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother Proceeds received in respect of, the proceeds thereofsecurities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, cash, dividends, additional all rights and privileges of such Pledgor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter 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 (e) above being collectively called referred to as the "“Pledged Securities"Collateral”); provided, howeverfor the avoidance of doubt, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to none of the Pledged Securities and Pledgor Collateral shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to include any proceeds received with respect to the Pledged Securities; Excluded Property. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for (a) In order to assure the due performance by the Pledgor of the Secured Obligations and in order to secure the payment of all amounts due and performance owing by the Pledgor in full connection therewith (whether of principal, interest or other amounts), the Pledgor hereby grants and pledges to the Pledgee, all of the Obligations Pledgor's right, title and interest in and to (i) all of the Pledgor's right, title and interest in and to (x) the Xxxx of Sale, (y) Clauses 12, 13 and 17 of the Purchase Agreement (the "Pledged Rights") and (z) the Consent and Guaranty (insofar as hereinafter definedsuch Consent and Guaranty relates to the Pledged Rights), Pledgor hereby pledgesas and to the extent that the same relates to the Aircraft, hypothecatesexcept to the extent reserved below, assignsincluding, transferswithout limitation, sets over in such pledge to Pledgee (A) all claims for damages in respect of such Aircraft arising as a result of any default by AVSA under Clause 12, 13 or 17 of the Purchase Agreement, including, without limitation, all warranty, service life policy and delivers unto Lender, and hereby grants to Lender a security interest in, indemnity provisions contained in Clause 12 of the collateral described Purchase Agreement in Schedule A hereto, together with respect of the proceeds thereof Aircraft and all cash, additional securities or other property at any time claims thereunder and from time to time receivable or otherwise distributable under the Consent and Guaranty in respect of, in exchange for, or in substitution for of the Aircraft and (B) any and all such pledged securities (all such pledged securitiesrights of Pledgor to compel performance of the terms of Clause 12, 13 and 17 of the proceeds thereof, cash, dividends, additional securities Purchase Agreement and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities")Consent and Guaranty in respect of the Aircraft; providedreserving to the Pledgor, however, all Pledgor's rights and interests in and to Clauses 12, 13 and 17 of the Purchase Agreement and the Consent and Guaranty as and to the extent that Clause 12, 13 or 17 of the Purchase Agreement and the Consent and Guaranty relate to aircraft other than the Aircraft and to the extent that the proceeds thereof described above shall be limited Purchase Agreement and the Consent and Guaranty relate to any other matters not directly pertaining to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredAircraft.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of Note B-1, Note B-2 or 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 Obligations Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to the non-pledging Holders and the Servicer that a Pledge has been effected (as hereinafter definedincluding the name and address of the applicable Pledgee), Pledgor hereby pledgesthe 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) 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, hypothecatesbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, assignsmodification, transferswaiver or termination of this Agreement or the Servicing Agreement, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holders and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a security interest in, receive any payments that the collateral described in Schedule A hereto, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holders and the Servicer from any liability to the pledging Holder on account of the 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 respect oflieu of foreclosure as to such collateral), in exchange for, or in substitution for any accordance with applicable law and all this Agreement. In such pledged securities (all such pledged securitiesevent, the proceeds thereofServicer 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), cashand its successor and assigns that are Qualified Institutional Lenders, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called as the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited successor to the after-tax proceeds received with respect to pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the Pledged Securities and Pledgor shall be entitled to receipt obligations of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and collateral by such other instruments or documents Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares to each non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Obligations (as hereinafter defined)its Obligations, each Pledgor hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and permitted assigns, transfers, sets over and delivers unto Lenderfor the ratable benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a)(i) the collateral described debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in Schedule A heretothe future issued to such Pledgor having, together with in the proceeds thereof 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 instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (b) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother proceeds received in respect of, the proceeds thereofsecurities referred to in clause (a) above; (c) subject to Section 3.05 hereof, cash, dividends, additional all rights and privileges of such Pledgor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities")referred to in clauses (a) and (b) above; provided, however, that the and (d) all proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of any of the amount of proceeds necessary foregoing (the items referred to fund Pledgor's tax obligations with respect in clauses (a) through (d) above being collectively referred to any proceeds received with respect to as the “Pledged Securities; Collateral”). TO HAVE AND TO HOLD HOLD, to the extent consistent with the terms of the Intercreditor Agreement, the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As The Pledgor hereby pledges to the Secured Parties all of the 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 collateral of the Pledgor now owned or hereafter acquired which under this Agreement are required to be pledged to the Secured Parties, and in each case, all certificates representing such Pledged Shares or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Pledged Shares, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or 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 security for the due and punctual payment and performance of the Secured Obligations (as hereinafter defined). The Pledgor has delivered to and deposited with the Secured Parties any and all certificates or other instruments representing the Pledged Collateral and undated trust share powers endorsed in blank, as security for the payment and performance in full of all of the Obligations (as hereinafter defined), Secured Obligations. If in the future the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest inpossesses or controls any other certificates or other instruments representing the Pledged Collateral, the collateral described in Schedule A hereto, 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 proceeds thereof payment and performance of all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredSecured Obligations.

Pledge. As collateral security for the due and punctual payment of all amounts due and performance in full of payable pursuant to the Obligations (as hereinafter defined)Inducement Agreement and all other amounts payable by the Pledgor to the Pledgee hereunder or under any other contract, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender the Pledgee, its successors and assigns a security interest inin and lien upon all of the Pledgor's right, title and interest in and to the Pledged Shares. Concurrently herewith, the collateral described Pledgor has delivered to the Pledgee the Pledged Shares issued in Schedule A heretothe name of the Pledgor, together with attached stock powers duly endorsed in blank. Said certificates and the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above Shares shall be limited to held and disposed of by the after-tax proceeds received Pledgee in accordance with the terms and conditions of this Agreement. The Pledgee is hereby authorized with respect to the Pledged Securities Shares, whether or not there has been any default in the payment or the performance of any obligation secured by the Pledged Shares, to indorse the Pledged Shares in the name of the Pledgor and Pledgor cause any part or all of the Pledged Shares to be transferred of record into the Pledgee's name or the name of its nominee. During the term of the pledge made hereunder, any additional shares of stock, rights, warrants, securities or other property issued or distributed upon or in respect of any of the Pledged Shares, including any and all such property issued or distributed as the result of any stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, exchanges or substitutions or other distribution, whether in liquidation or otherwise, shall be entitled immediately pledged, delivered, paid and set over by the Pledgor to receipt the Pledgee hereunder as additional collateral and shall constitute Pledged Shares for purposes of the amount of proceeds necessary to fund this Agreement. Pledgor's tax obligations with respect delivery of such additional shares of stock, rights, warrants, securities and other property shall be deemed to any proceeds received with respect constitute the delivery and pledge thereof to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, Pledgee pursuant to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredthis Agreement.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of Note B 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 Obligations Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (as hereinafter definedincluding the name and address of the applicable Pledgee), Pledgor hereby pledgesthe Servicer will be required: (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) 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, hypothecatesbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, assignsmodification, transferswaiver or termination of this Agreement or the Servicing Agreement, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a security interest in, receive any payments that the collateral described in Schedule A hereto, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the 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 respect oflieu of foreclosure as to such collateral), in exchange for, or in substitution for any accordance with applicable law and all this Agreement. In such pledged securities (all such pledged securitiesevent, the proceeds thereofServicer 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), cashand its successor and assigns, dividends, additional securities and other property now or hereafter pledged hereunder which are hereinafter collectively called Qualified Institutional Lenders as the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited successor to the after-tax proceeds received with respect 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 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 this Section 17 shall remain effective as to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over ------ delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for itself and the benefit of all Lenders, a first lien (other than Inchoate Tax Liens) on and security interest inin (a) all of the capital stock of each Domestic Subsidiary, the collateral which is a corporation, except those Domestic Subsidiaries described in Schedule I hereto and the capital stock ---------- of each Foreign Subsidiary, which is a corporation (in no event to exceed 66% of the capital stock such Foreign Subsidiary), except those Foreign Subsidiaries described in Schedule I hereto, in each case now or hereafter owned by Pledgor ---------- (the "Pledged Shares"), (b) all other property hereafter delivered to Pledgor in substitution for or in addition to the Pledged Shares, (c) any other property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered by Pledgor to Pledgee, and (d) any and all proceeds thereof (all such property being hereinafter referred to collectively as the "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 all of the 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 Pledgor is represented by stock certificates listed on Exhibit A hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securitieswhich stock certificates, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously herewith. Pledgee shall maintain possession and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares in accordance with Section 5 below and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredreturn the Pledged Shares in accordance with said section.

Pledge. As collateral security (a) To secure all Obligations of such Pledgor and for the payment and performance purposes set forth in full Section 1 hereof, each Pledgor hereby: (i) grants to the Pledgee for the benefit of the Obligations Secured Creditors a first priority security interest in all of the Collateral owned by such Pledgor; (ii) pledges and deposits as hereinafter defined)security with the Pledgee for the benefit of the Secured Creditors the certificated Pledged Securities owned by such Pledgor on the date hereof, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lenderto the Pledgee all certificates or instruments therefor, and hereby grants to Lender a security interest inif any, accompanied by undated stock powers duly executed in blank by such Pledgor in the collateral described in Schedule A hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange forcase of Pledged Stock, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents of transfer as Lender or its counsel may are reasonably request. Each delivery acceptable to the Pledgee; (iii) (except in the case of certificates ULC Shares) assigns, (except in the case of ULC Shares) transfers, and (in each case) hypothecates, mortgages, charges and sets over to the Pledgee for the benefit of the Secured Creditors all of such Pledgor’s right, title and interest in and to such Pledged Securities shall (and in and to all certificates or instruments evidencing such Pledged Securities), to be accompanied held by a schedule showing the number of shares Pledgee upon the terms and conditions set forth in this Agreement; (iv) transfers and assigns to the numbers Pledgee for the benefit of the Secured Creditors all of such Pledgor’s Pledged Limited Liability Company Interests (and delivers any certificates theretofore or instruments evidencing such limited liability company or membership interests, duly endorsed in blank) and then pledged hereunderall of such Pledgor’s right, which schedule shall be attached hereto as Schedule A title and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.interest in each Pledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation:

Pledge. As collateral security To secure the Secured Obligations and for the payment and performance purposes set forth in full of the Obligations (as hereinafter defined)Section 1 hereof, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over collaterally assigns and delivers unto Lenderconveys, and hereby grants to Lender a security interest in and lien on, in favor of Pledgee for the benefit of the Pledgee and the Bank Product Providers, all of Pledgor's right, title and interest in, to, and under (A) the collateral described in Schedule A heretoPledged Collateral, together with the proceeds thereof and (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, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities of the Pledged Collateral, (D) the Pledgor's right to vote the Pledged Collateral, and (E) all such pledged securitiesproceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged SecuritiesCollateral"); provided. If the Pledged Collateral is evidenced by certificates, howeverthen the Pledgor shall concurrently herewith deposit with the Pledgee, that the proceeds thereof described above shall be limited Pledged Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledge Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed in blank by the Pledgor. Whether or not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a UCC Financing Statement naming the after-tax proceeds received Pledgor as debtor and the Pledgee as secured party with respect to the Pledged Securities Collateral with the Delaware Secretary of State, in form and Pledgor shall be entitled substance satisfactory to receipt the Pledgee in its sole and absolute determination, and without the requirement of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect signature. Notwithstanding anything to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lendercontrary contained in this Agreement, the Pledged Securities Pledgee shall not as a result of this Agreement be accompanied by executed stock powers responsible or liable for any obligations or liabilities of the Pledgor in blank and by such other instruments or documents the Pledgor's capacity as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares shareholder, if any, and the numbers Pledgee shall not be deemed to have assumed any of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredsuch obligations or liabilities.

Pledge. As A. Pledgor hereby pledges, assigns, hypothecates, delivers and grants to Pledgee, for the benefit of itself and Buyer, a first lien on and first priority perfected security interest in (i) all of the Capital Stock or other equity interests of the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged 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 described in Section 4 below or otherwise, 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) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations Liabili-ties (as hereinafter defineddefined in the Security Agreement), . All of the Pledged Shares now owned by Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule which are presently represented by certificates are listed on Exhibit A hereto, together which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the proceeds thereof and all cashcreation or acquisition of any new Pledged Shares, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and 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 entitled deemed to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges be listed on Exhibit A hereto. Pledgee shall maintain possession and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of Note B-1, Note B-2 or 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 Obligations Note A Holder; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (as hereinafter definedincluding the name and address of the applicable Pledgee), Pledgor hereby pledgesthe 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) 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, hypothecatesbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, assignsmodification, transferswaiver or termination of this Agreement or the Servicing Agreement, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a security interest in, receive any payments that the collateral described in Schedule A hereto, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the 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 respect oflieu of foreclosure as to such collateral), in exchange for, or in substitution for any accordance with applicable law and all this Agreement. In such pledged securities (all such pledged securitiesevent, the proceeds thereofServicer 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), cashand its successor and assigns that are Qualified Institutional Lenders, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called as the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited successor to the after-tax proceeds received with respect 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 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 this Section 17 shall remain effective as to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. (a) As collateral security for the payment and performance performance, as the case may be, in full of the Obligations (as hereinafter defined)Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecateshypothecates and transfers to the Administrative Agent, its successors and assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the collateral described future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in Schedule A heretothe future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the proceeds thereof Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange for, for or in substitution for any and all such pledged securities (all such pledged securities, upon the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called conversion of the "Pledged Securities"); provided(v) subject to Section 5, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor shall be entitled to receipt or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the amount foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securitiescapital stock, together with all rights, titles, partnership interests, powersmembership interests in a limited liability company, privileges beneficial interests in a trust or other equity ownership interests in a Person, and preferences pertaining any and all warrants, options or incidental thereto, unto Lender, its successors and assigns; subject, however, other rights entitling the holder thereof to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments purchase or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers acquire any of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredforegoing.

Pledge. As The Pledgors hereby pledge to the Secured Parties all of the shares of stock, membership interests or other ownership interests in the Subtenants (the “Pledged 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 collateral of the Pledgors now owned or hereafter acquired which under this Agreement are required to be pledged to the Secured Parties, and in each case, all certificates representing such Pledged Interests or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Pledged Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, (the Pledged Interests and any additional securities or collateral pledged hereunder, collectively, 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 security for the due and punctual payment and performance of the Secured Obligations (as hereinafter defined). The Pledgors have delivered to and deposited with the Secured Parties any and all certificates or other instruments representing the Pledged Collateral and undated stock powers endorsed in blank, as security for the payment and performance in full of all of the Obligations (as hereinafter defined)Secured Obligations. If in the future any Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, such Pledgor hereby pledges, hypothecates, assigns, transfers, sets over shall immediately and delivers unto Lender, and hereby grants without notice deliver the same to Lender a security interest in, the collateral described in Schedule A hereto, Secured Parties together with undated stock powers endorsed in blank, as security for the proceeds thereof payment and performance of all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredSecured Obligations.

Pledge. As collateral security for Each Domestic Pledgor, to secure the payment and performance in full Secured Obligations of the Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lendersuch Domestic Pledgor, and each Foreign Pledgor, to secure the Secured Foreign Obligations of such Foreign Pledgor, hereby grants and pledges to Lender the Pledgee a security interest in, and acknowledges and agrees that Pledgee has a lien upon and security interest in, all of such Pledgor’s right, title and interest in the collateral described in Schedule following property (all of which is hereinafter referred to as the “Collateral”) now or hereafter owned by such Pledgor: (i) all shares of stock, limited liability company interests and other Capital Stock issued by the issuers listed on Annex A hereto, other than Excluded Securities (and in and to all certificates or instruments evidencing any and/or all of the foregoing) (the “Initial Pledged Securities”); (ii) all of such Pledgor’s right, title and interest in and to any Additional Pledged Securities (and in and to all certificates or instruments evidencing such Additional Pledged Securities) (together with the Initial Pledged Securities, the “Pledged Securities”); and (iii) all proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for of any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities")foregoing; provided, however, that notwithstanding the proceeds thereof described above shall be limited to the after-tax proceeds received foregoing, with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund each Pledgor's tax obligations with respect to any proceeds received with respect to the , “Additional Pledged Securities; TO HAVE AND TO HOLD the ”, “Collateral”, “Initial Pledged Securities” and “Pledged Securities”, together with all rightsin each case shall not include, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereundersecurity interest granted hereunder shall not attach to, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredExcluded Securities.

Pledge. As collateral security for the payment and or performance in full when due of the Obligations (as hereinafter defined)Obligations, Pledgor including each Guaranty of the Obligations, each Grantor hereby pledges, hypothecates, pledges to the Administrative Agent and its successors and assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Administrative Agent and its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests now or hereafter directly held by such Grantor in (x) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) Nitrogen, including in the collateral described 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 Equity”); (b) the Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule I and any Indebtedness (including, without limitation, any intercompany notes) directly obtained in Schedule A heretothe future by such Grantor and the certificates, together with promissory notes and other instruments, if any, evidencing such Indebtedness (the proceeds thereof and “Pledged Debt”); (c) all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother Proceeds received in respect of, the proceeds thereofPledged Equity and Pledged Debt; (d) subject to Section 2.06, cash, dividends, additional all rights and privileges of such Grantor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter referred to in clauses (a), (b), and (c) above; and (e) subject to Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively called referred to as the "“Pledged Securities"Collateral”); provided, however, provided that the proceeds thereof described above shall be limited notwithstanding anything in this Agreement or any other Loan Document to the after-tax proceeds received with respect contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, and none of the Pledged Securities and Pledgor Collateral shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to include, any proceeds received with respect to the Pledged Securities; Excluded Property. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Administrative Agent, its successors and assigns; , for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations (as hereinafter defined)Secured Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) subject to Gaming Laws (as defined in Section 5(c)), the collateral described in shares of capital stock or equity interest owned by it and listed on Schedule A heretoI hereto and the certificates representing all such shares (the “Pledged Stock”); (b) subject to Section 5, together with the proceeds thereof and all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (c) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of each Pledgor with respect to the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities")referred to in clause (a) and (b) above; provided, however, that the and (d) all proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of any of the amount of proceeds necessary foregoing (the items referred to fund Pledgor's tax obligations with respect in clauses (a) through (d) above being collectively referred to any proceeds received with respect to as the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth“Nevada Collateral”). Upon delivery to Lenderthe Collateral Agent, (a) any stock certificates, or other securities now or hereafter included in the Nevada Collateral (the “Pledged Securities Securities”) shall be accompanied by executed stock powers duly executed in blank 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 Nevada Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Lender or its counsel the Collateral Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing describing the number of shares and the numbers of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, the Borrower or the Pledgors. TO HAVE AND TO HOLD the Nevada 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 Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of Note B-1 or Note B-2 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 Obligations Note A Holder; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (as hereinafter definedincluding the name and address of the applicable Pledgee), Pledgor hereby pledgesthe 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) 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, hypothecatesbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, assignsmodification, transferswaiver or termination of this Agreement or the Servicing Agreement, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a security interest in, receive any payments that the collateral described in Schedule A hereto, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the 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 respect oflieu of foreclosure as to such collateral), in exchange for, or in substitution for any accordance with applicable law and all this Agreement. In such pledged securities (all such pledged securitiesevent, the proceeds thereofServicer 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), cashand its successor and assigns that are Qualified Institutional Lenders, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called as the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited successor to the after-tax proceeds received with respect 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 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 this Section 17 shall remain effective as to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations (as hereinafter defined)Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender 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 collateral described 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 and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of the Pledgor on Schedule A II hereto, together with (ii) any debt securities in the proceeds thereof future issued to the 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 the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional 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 (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral (the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities ) shall be accompanied by executed undated 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 such other instruments or documents as Lender or its counsel the Collateral Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing describing the number of shares and the numbers of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A II and made a part hereof. Each schedule so delivered shall supersede any prior schedule 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 Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As collateral security for the payment and performance in full of the Obligations (as hereinafter defined)Secured Obligations, Pledgor the Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto Lenderthe Agent, and hereby grants grants, on a non-recourse basis, to Lender the Agent, for its own benefit and for the benefit of the Lenders, a security interest inin (a) the shares of capital stock or equity interests of the issuers listed in Schedule I annexed hereto next to the Grantor's name (the "Initial Pledged Stock") and any additional shares of common stock or equity interests of the issuers obtained in the future by the Grantor (collectively, the collateral described in Schedule A hereto, Initial Pledged Stock together with all such additional shares pledged in the future, the "Pledged Stock"), (b) all instruments of indebtedness (whether now existing or hereinafter arising) by Millbrook or Manischewitz which name the Grantor as payee thereunder (the "Pledged Debt") and (c) subject to Section 5 below, all proceeds thereof of the Pledged Stock and Pledged Debt, including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged securities Pledged Stock (all such pledged the items referred to in clauses (a) through (c) being collectively called the "Collateral"). Upon delivery to the Agent, any securities, the proceeds thereofother than debt securities, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral including, without limitation, the Pledged Stock (the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities ) shall be accompanied by executed undated stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Agent and by such other instruments or and documents as Lender or its counsel the Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations (as hereinafter defined)Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender 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) all the collateral described shares of Capital Stock owned by it (including, without limitation, those listed on Schedule II hereto) and any shares of Capital Stock of any Subsidiary obtained in Schedule A heretothe future by such Pledgor and the certificates representing all such shares or interests (collectively, together with the proceeds thereof “Pledged Stock”); provided that the Pledged Stock shall not include (i) any Capital Stock owned directly by Crown Holdings, (ii) more than 65% of the issued and outstanding shares of voting stock of any Non-U.S. Subsidiary or (iii) to the 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 the terms hereof; (c) subject to Section 5, all payments of dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (d) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional 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 and all of the foregoing (all the foregoing, collectively, the “Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the "Collateral (the “Pledged Securities"); provided, however, that the proceeds thereof described above ”) shall be limited accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the after-tax proceeds received with respect to 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 such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities and Pledgor shall be entitled accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to Schedule II and made a part hereof. Each schedule so delivered shall supplement any proceeds received with respect to the Pledged Securities; prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to Lenderthe 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 negative 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 be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the Pledged Securities shall amount of Restricted Secured Indebtedness that may be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredsecured hereby.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule A hereto, together with (i) all other shares of stock of Debtor of any class or category, which are now or hereafter owned by Pledgor and (ii) the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank blank, stock pledge letters and by such other instruments or documents as Lender or its counsel may reasonably requeststock proxies. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 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 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 Obligations Lead Note A Holder; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (as hereinafter definedincluding the name and address of the applicable Pledgee), Pledgor hereby pledgesthe 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) 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, hypothecatesbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, assignsmodification, transferswaiver or termination of this Agreement or the Servicing Agreement, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a security interest in, receive any payments that the collateral described in Schedule A hereto, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the 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 respect oflieu of foreclosure as to such collateral), in exchange for, or in substitution for any accordance with applicable law and all this Agreement. In such pledged securities (all such pledged securitiesevent, the proceeds thereofServicer 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), cashand its successor and assigns that are Qualified Institutional Lenders, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called as the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited successor to the after-tax proceeds received with respect 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 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 this Section 17 shall remain effective as to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Obligations (as hereinafter defined)Secured Obligations, each Pledgor hereby pledgesassigns and pledges to the Agent, hypothecates, its successors and permitted assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the 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 (a) the collateral described Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedules 7(a) and 7(b) to the Perfection Certificate) and any other Equity Interests obtained in Schedule A heretothe future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Equity Interests, together with (b)(i) the proceeds thereof debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedules 7(a) and 7(b) to the Perfection Certificate), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother proceeds received in respect of, the proceeds thereofsecurities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, cash, dividends, additional all rights and privileges of such Pledgor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter 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 (e) above being collectively called referred to as the "“Pledged Securities"Collateral”); provided, however, provided that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to LenderCosta Rican Subsidiary, the Pledged Securities Collateral shall be accompanied by executed stock powers not include any Equity Interests that are pledged pursuant to a separate pledge agreement in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers favor of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredAgent for the benefit of the Secured Parties.

Pledge. As collateral security To secure the Obligations and for the payment and performance purposes set forth in full of the Obligations (as hereinafter defined)Section 1 hereof, Pledgor hereby pledges, hypothecates, pledges and collaterally assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in and lien on, in favor of Pledgee for the benefit of the Pledgee and the Bank Product Providers, all of Pledgor's right, title and interest in, to, and under (A) the collateral described in Schedule A heretoPledged Collateral, together with the proceeds thereof and (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, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities of the Pledged Collateral, (D) the Pledgor's right to vote the Pledged Collateral, and (E) all such pledged securitiesproceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the proceeds thereof"Collateral"). If the Pledged Collateral is evidenced by certificates, cashthen the Pledgor shall concurrently herewith deposit with the Collateral Agent (as defined below), dividendsfor the benefit of the Pledgee and the Collateral Agent, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called in accordance with the terms of that certain Intercreditor Agreement dated as of the date hereof (the "Pledged SecuritiesIntercreditor Agreement") by and among the Pledgor, the Pledgee and LaSalle Bank National Association (the "Collateral Agent"); provided, howeverthe Pledged Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledged Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed in blank by the Pledgor. Whether or not the Pledged Collateral is evidenced by certificates, that the proceeds thereof described above shall be limited Pledgor hereby permits the Pledgee to file a Code Financing Statement naming the after-tax proceeds received Pledgor as debtor and the Pledgee as secured party with respect to the Pledged Securities Collateral with the Delaware Secretary of State, in form and Pledgor shall be entitled substance satisfactory to receipt the Pledgee in its sole and absolute determination, and without the requirement of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect signature. Notwithstanding anything to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lendercontrary contained in this Agreement, the Pledged Securities Pledgee shall not as a result of this Agreement be accompanied by executed stock powers responsible or liable for any obligations or liabilities of the Pledgor in blank and by such other instruments or documents the Pledgor's capacity as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares shareholder, if any, and the numbers Pledgee shall not be deemed to have assumed any of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredsuch obligations or liabilities.

Pledge. As (a) Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Pledgee, for its benefit and the benefit of the Lenders, a first priority lien on and perfected security interest in (i) all of the Pledged Equity and other equity interests of the 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 Pledgee pursuant to this Agreement; (iii) 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 any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which any Pledgor is not the surviving corporation, all shares of each class 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 in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined), Obligations. All of the Pledged Interests now owned by any Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule which are presently represented by certificates are listed on Exhibit A hereto, together which certificates, with the proceeds thereof undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and all cashirrevocable proxies, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited being delivered to the after-tax proceeds received with respect Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, each Pledgor shall execute a supplement to Exhibit A (a “Pledge Supplement”) and deliver such Pledge Supplement to the Pledgee and the Lenders. Any Pledged Securities and Collateral described in a Pledge Supplement delivered by any Pledgor shall thereafter be entitled deemed to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges be listed on Exhibit A hereto. The Pledgee shall maintain possession and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Obligations (as hereinafter defined)Secured Obligations, Pledgor each Grantor hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and assigns, transfers, sets over and delivers unto Lenderfor the ratable benefit of the Secured Parties, and hereby grants to Lender 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) all Equity Interests directly owned by it as of the collateral described 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 Stock”); provided that Pledged Stock shall include the interests listed on Schedule A heretoI; (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, together with if any, evidencing such debt for borrowed money (collectively, clauses (b)(i) and (b)(ii) shall be referred to herein as the proceeds thereof “Pledged Debt Securities”); provided that the Pledged Debt Securities shall include the debt securities and instruments listed on Schedule I; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother proceeds received in respect of, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities")referred to in clauses (a) and (b) above; provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received (d) all rights and privileges of such Grantor with respect to the Pledged Securities securities and Pledgor shall be entitled other property referred to receipt in clauses (a), (b) and (c) above; and (e) all proceeds of any of the amount of proceeds necessary foregoing (the items referred to fund Pledgor's tax obligations with respect in clauses (a) through (e) above being collectively referred to any proceeds received with respect to as the “Pledged Securities; Collateral”). TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, The security interest granted in the Pledged Securities 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 Collateral. Notwithstanding anything to the contrary in this Agreement, (a) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in, and “Pledged Collateral” shall not include, any Excluded Assets, (b) this Section 3.01 shall not constitute a grant of a security interest (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 security interest in such asset or property shall contravene the Agreed Security Principles or Section 9.21 of the Credit Agreement and (c) other than as required pursuant to Section 3.02(e) hereof, no Grantor shall be accompanied by executed stock powers required to take any action with respect to the perfection of security interests in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredsecurity accounts (including entering into control agreements).

Pledge. As collateral security (i) To secure the Obligations and for the payment and performance purposes set forth in full of the Obligations (as hereinafter defined)Section 1 hereof, each Pledgor hereby pledges, hypothecates, pledges and collaterally assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in and lien on, in favor of Pledgee for the benefit of the Pledgee and the other Secured Parties, all of such Pledgor's right, title and interest in, to, and under (A) the collateral described in Schedule A heretoPledged Collateral, together with the proceeds thereof and (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, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities of the Pledged Collateral (all such pledged securities, excluding any of the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called foregoing items in the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received preceding clause with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect an Issuer to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges extent and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, only to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing 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 the numbers (E) all proceeds, products, replacements and substitutions for any of the certificates theretofore and then pledged hereunderforegoing, which schedule in each case whether now owned or hereafter acquired by such Pledgor (collectively, the "Collateral"). Notwithstanding the foregoing, the term Collateral shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede in no event include the Excluded Capital Stock of any prior schedule so deliveredIssuer.

Pledge. As Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Buyers, a first lien on and first priority perfected security interest in (i) all of the capital stock or other equity interests of the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged 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, whether now or hereafter delivered to, or in the possession or custody of Pledgor on or in respect to the Pledged Shares, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined), Liabilities. All of the Pledged Shares now owned by Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule which are presently represented by certificates are listed on Exhibit A hereto, together which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee within fifteen (15) Business Days after the proceeds thereof and all cashClosing. Upon the creation or acquisition of any new Pledged Shares, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and 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 entitled deemed to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges be listed on Exhibit A hereto. Pledgee shall maintain actual physical possession and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares and then pledged hereunder, which schedule shall be attached hereto as Schedule A any additional Pledged Collateral. Pledgor covenants and made a part hereof. Each schedule so delivered shall supersede agrees that it will not vote or otherwise consent to the issuance by any prior schedule so deliveredPledge Entity of any securities or rights to acquire securities to any party other than the Pledgor.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations (as hereinafter defined)Obligations, the Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender 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 collateral described shares of capital stock owned by it and listed on Schedule I hereto and any shares of capital stock of any Subsidiary obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of the Pledgor on Schedule A I hereto, together with (ii) any debt securities in the proceeds thereof future issued to the 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 the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional 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 (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral (the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities ) shall be accompanied by executed 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 Pledgor and such other instruments or documents as Lender or its counsel the Collateral Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing describing the number of shares and the numbers of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule 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 Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined)Obligations, the Pledgor hereby pledgestransfers, assigns, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, and hereby grants to Lender the Collateral Agent, for the benefit of the Secured Parties, a first priority security interest (the "Security Interest") in all its right, title and interest in, to and under the collateral described following, whether now owned or hereafter acquired, and including any securities account containing a securities entitlement with respect thereto: (a) the shares of capital stock listed in Schedule A hereto1 hereto as being owned by it, together with and the proceeds thereof certificates representing or evidencing such shares (the "Pledged Stock") and any shares of capital stock of any Subsidiary (except to the extent such a pledge is prohibited by law or regulation of any Governmental Authority) obtained by it in the future, and the certificates representing or evidencing such shares; (b) all other property which may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (c) subject to Section 5 below, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange for, thereof for or in substitution for any therefor or upon the conversion of the securities referred to in clauses (a) and (b) above; (d) subject to Sections 4 and 5 below, all such pledged securities (all such pledged securities, rights and privileges of the proceeds thereof, cash, dividends, additional 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 (e) being collectively called, without limitation, the "Collateral"). Upon delivery to the Collateral Agent (a) any stock certificates, including those with respect to the Pledged Stock, notes, or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral (the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities ) shall be accompanied by executed stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and the Lenders' counsel 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 Pledgor and such other instruments or documents as Lender or its counsel the Collateral Agent may reasonably request. With respect to all Pledged Securities consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance satisfactory to the Collateral Agent covering such Pledged Securities, or (b) cause such Pledged Securities to be transferred into the name of the Collateral Agent. Each subsequent delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing describing the number of shares and the numbers of the certificates theretofore securities theretofor and then being pledged hereunder, which schedule shall be attached hereto as Schedule A 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule 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, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lenderpledges to the Company, and hereby grants to Lender the Company a security interest in, all of the collateral described in Schedule A heretofollowing, together with whether now owned or hereafter acquired: (i) the proceeds thereof and all cashInitial Pledged Shares, additional securities or other property at any time and from time to time receivable or otherwise distributable (ii) the "Additional Pledged Shares," (iii) distributions in respect of, in exchange substitution for, or in substitution exchange for any of the Pledged Shares (including by way of stock dividend, asset distributions or otherwise), as security for the prompt and all such pledged securities (all such pledged securitiescomplete payment when due of the unpaid 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 thereofof the foregoing. Commencing on the date one year from the date hereof, cashin the event that at any time thereafter the "Fair Market Value" of the Pledged Shares is less than the outstanding principal amount of the Note and accrued and unpaid interest (the "Loan Balance") at such time, dividendsPledgor shall deposit with the Company, within 10 business days, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called certificates representing Common Shares of the Company (the "Additional Pledged SecuritiesShares"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be form attached hereto as Schedule A 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 failure to comply with the preceding sentence shall be to declare a Default under Section 7 of this Agreement and made a part hereofexercise its remedies thereunder. Each schedule so delivered At any time of determination of the "Fair Market Value" of Common Shares, such value shall supersede any prior schedule so deliveredbe deemed to be the average of the per share closing price of the Common 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. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), a) Pledgor hereby pledges, assigns, hypothecates, assigns, transfersdelivers, sets over and delivers unto Lender, and hereby grants to Lender Pledgee a lien on and security interest inin and to (x) all right, title and interest of Pledgor in (i) the collateral described in Schedule A heretoPledged Interests, together with (ii) any certificates, instruments or documents representing the proceeds thereof Pledged Interests, (iii) all options and all cashother rights, additional securities contractual or other property at any time and from time to time receivable or otherwise distributable otherwise, in respect ofof the Pledged Interests (including, in exchange forwithout limitation, or in substitution for any registration rights) and (iv) all such pledged securities (all such pledged securitiesdividends, the proceeds thereofdistributions, liquidation proceeds, cash, dividends, additional securities instruments and other property now (including, without limitation, additional stock or hereafter pledged hereunder are hereinafter collectively called the "securities distributed in respect of any Pledged Securities"); providedInterest by way of stock splits, howeverspin-offs, that the proceeds thereof described above shall be limited reclassification, combination, consolidation, merger or similar arrangement) to the after-tax proceeds received which Pledgor is entitled with respect to the Pledged Securities Interests, whether or not received by or otherwise distributed to Pledgor, whether such dividends, distributions, liquidation proceeds, cash, instruments and Pledgor shall be entitled to receipt other property are paid or distributed by the Partnership in respect of operating profits, sales, exchanges, refinancing, condemnations or insured losses of the amount assets of proceeds necessary the Partnership, the liquidation of such, the Partnership's assets and affairs, management fees, guaranteed payments, repayment of loans, reimbursement of expenses or otherwise (the items set forth in this clause (x) collectively referred to fund herein as the "Distributions"), and (y) subject to the provisions of Section 4 below, Pledgor's tax obligations with respect rights, remedies, powers and benefits under the Partnership Agreement or under law, including, without limitation (i) all rights of Pledgor to vote on any proceeds received with respect matter specified therein or under law, (ii) all rights of Pledgor to cause an assignee to be substituted as a partner in the Pledged Securities; TO HAVE AND TO HOLD Partnership in the Pledged Securitiesplace and stead of Pledgor, together with (iii) all rights, titles, interestsremedies, powers, privileges privileges, security interests, liens, and preferences pertaining claims of Pledgor for damages arising out of or incidental theretofor breach of or default under the Partnership Agreement, unto Lender(iv) all present and future claims, its successors if any, of Pledgor against the Partnership under or arising out of the Partnership Agreement for monies loaned or advanced, for services rendered or otherwise, (v) all rights of Pledgor to access to the books and assigns; subjectrecords of the Partnership and to other information concerning or affecting the Partnership, however(vi) all rights of Pledgor to terminate the Partnership Agreement, to perform thereunder, to compel performance and otherwise to exercise all remedies thereunder, and (vii) all rights of Pledgor to acquire the termsrights or interests of any other partner in the Partnership and all increases and profits of any of the foregoing and all proceeds thereof. The security interests, covenants rights, remedies and conditions herein set forthbenefits of Pledgee granted by this Section 1(a) and all proceeds thereof are hereinafter collectively referred to as the "Pledged Collateral". Upon delivery Pledgor irrevocably and unconditionally waives all rights, if any, which may exist in its favor to Lender, purchase or acquire any of the Pledged Securities shall be accompanied by executed stock powers in blank Collateral from and by such other instruments after the date on which Pledgee or documents as Lender any assignee thereof or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by successful bidder at a schedule showing the number of shares and the numbers foreclosure sale of the certificates theretofore Pledged Collateral acquires the Pledged Collateral pursuant to the rights and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede remedies afforded Pledgee hereunder or any prior schedule so deliveredexercise thereof.

Pledge. As (a) 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 any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which 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 in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined), Liabilities. All of the Pledged Interests now owned by each Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule which are presently represented by certificates are listed on Exhibit A hereto, together 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 proceeds thereof and all cashcreation or acquisition of any new Pledged Interests, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and 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 entitled deemed to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges be listed on Exhibit A hereto. Pledgee shall maintain possession and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of Note B 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 Obligations Note A Holder; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (as hereinafter definedincluding the name and address of the applicable Pledgee), Pledgor hereby pledgesthe Servicer will be required: (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) 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, hypothecatesbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, assignsmodification, transferswaiver or termination of this Agreement or the Servicing Agreement, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a security interest in, receive any payments that the collateral described in Schedule A hereto, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the 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 respect oflieu of foreclosure as to such collateral), in exchange for, or in substitution for any accordance with applicable law and all this Agreement. In such pledged securities (all such pledged securitiesevent, the proceeds thereofServicer 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), cashand its successor and assigns, dividends, additional securities and other property now or hereafter pledged hereunder which are hereinafter collectively called Qualified Institutional Lenders as the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited successor to the after-tax proceeds received with respect 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 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 this Section 17 shall remain effective as to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for (a) Subject to the payment and performance in full term of the Obligations (as hereinafter defined)this Agreement, Pledgor hereby pledges, assigns, hypothecates, assignsdelivers and grants to Pledgee, transfersfor the benefit of itself and the Buyers, sets over a first lien on and delivers unto Lenderfirst priority perfected security interest in (i) all of the Capital Stock or other equity interests of the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged Shares”), (ii) any other shares of 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 hereby grants other property, rights, and interest that such Pledgor is at any time entitled to Lender a security interest inreceive 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 Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (the collateral described in Schedule 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 Liabilities. All of the Pledged Shares now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, together which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the proceeds thereof and all cashcreation or acquisition of any new Pledged Shares, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and 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 entitled deemed to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges be listed on Exhibit A hereto. Pledgee shall maintain possession and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Obligations (as hereinafter defined)Obligations, each Pledgor hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and permitted assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender 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 (a) the collateral described Equity Interests in each Subsidiary directly owned by it and any other Equity Interests in a Subsidiary obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Asset; (b)(i) the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed on Schedule A heretoII), together with (ii) any debt securities in the proceeds thereof future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother proceeds received in respect of, the proceeds thereofsecurities referred to in Section 2.01(a) and (b); (d) subject to Section 2.06, cash, dividends, additional all rights and privileges of such Pledgor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"referred to in clauses (a), (b) and (c) above; provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt (e) all Proceeds of any of the amount of proceeds necessary foregoing (the items referred to fund Pledgor's tax obligations with respect in Section 2.01(a) through (e) above being collectively referred to any proceeds received with respect to as the “Pledged Securities; Collateral”). TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and or performance in full when due of the Secured Obligations, including each Guarantee of the Secured Obligations (as hereinafter defined)made pursuant to Article 10 of the Indenture, Pledgor each Grantor hereby pledgespledges to the Collateral Agent, hypothecates, assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests now or hereafter directly held by such Grantor in (x) 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 collateral described 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 Equity”); (b) the Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule I and any Indebtedness (including, without limitation, any intercompany notes) directly obtained in Schedule A heretothe future by such Grantor and the certificates, together with promissory notes and other instruments, if any, evidencing such Indebtedness (the proceeds thereof and “Pledged Debt”); (c) all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother Proceeds received in respect of, the proceeds thereofPledged Equity and Pledged Debt; (d) subject to Section 2.06, cash, dividends, additional all rights and privileges of such Grantor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter referred to in clauses (a), (b), and (c) above; and (e) subject to Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively called referred to as the "“Pledged Securities"Collateral”); providedprovided that notwithstanding anything in the Indenture, however, that the proceeds thereof described above shall be limited this Agreement or any other Collateral Document to the after-tax proceeds received with respect contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, and none of the Pledged Securities and Pledgor Collateral shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to include, any proceeds received with respect to the Pledged Securities; Excluded Assets. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns; , for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Obligations (as hereinafter defined)Secured Obligations, Pledgor including the Guaranty, Springleaf hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in (i) all of Springleaf’s right, title and interest in, to and under all Equity Interests issued by the collateral described Borrower and any successor entity, including in any event the Equity Interests identified on Schedule A heretoI hereto (the “Pledged Equity”); (ii) all payments of principal or interest, together with the proceeds thereof and all dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother Proceeds received in respect of, the proceeds thereof, cash, dividends, additional Pledged Equity; (iii) all rights and privileges of Springleaf with respect to the securities and other property now or hereafter pledged hereunder are hereinafter referred to in clauses (i) and (ii) above; and (iv) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (iv) above being collectively called referred to as the "“Pledged Securities"Collateral”); provided, however, that the proceeds thereof described above shall be maximum amount of Secured Obligations that is secured hereunder is limited to an amount equal to (a) 10% of the after-tax proceeds received with respect Consolidated Net Worth of Springleaf (as defined in and calculated in accordance with, the Existing Indenture as in effect on the Restatement Effective Date) less (b) the aggregate principal amount of Indebtedness secured by Liens on assets of Springleaf and its Subsidiaries as shown on Schedule 9.10 to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; Disclosure Letter. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns; , for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), The Pledgor hereby pledges, hypothecatesassigns and delivers to the Agent, its successors and assigns, transfers, sets over and delivers unto Lenderfor the ratable benefit of the Lenders, and hereby grants to Lender the Agent, its successors and assigns, for the ratable benefit of the Lenders, a continuing first lien security interest in, in all shares of capital stock of the collateral Company which is or will be owned either beneficially or of record by the Pledgor (the “Securities”) as more particularly described in Schedule on Exhibit A attached hereto, together with the all dividends, interest, proceeds thereof and any other sums due or to become due thereon, all cashinstruments, additional securities or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange forfor (as dividends, reclassification, readjustment or other changes in the capital structure of the issuer of such Securities, or in substitution otherwise) any or all of such Securities, all general intangibles associated therewith, and all proceeds thereof (collectively, including the 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 such pledged securities 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 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 Collateral, including without limitation, all costs and expenses incurred in connection with any “workout” or 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 (all such pledged securitiescollectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"“Secured Obligations”); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Obligations (as hereinafter defined)Secured Obligations, Pledgor each Grantor hereby pledgesassigns and pledges to the Notes Collateral Agent, hypothecates, its successors and assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (a)(i) the collateral described shares of capital stock and other Equity Interests issued by any Grantor and any wholly-owned Restricted Subsidiary of the Issuer (other than any Equity Interests constituting Excluded Property as set forth in Schedule A heretothe Senior Credit Facilities or, together with if the proceeds thereof Senior Credit Facilities are terminated and all cashno longer outstanding, additional securities that would qualify as Excluded Property thereunder if the Senior Credit Facilities remained outstanding in the form most recently in effect prior to such termination) (the Equity Interests so excluded being collectively referred to herein as “Excluded Equity Interests”)) now directly owned or other property at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor (as the owner of such Equity Interest) on Schedule II, and (ii) all certificates and any other instruments representing all such Equity Interests (collectively, the “Pledged Equity Interests”); (b)(i) any debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, and (ii) all promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother Proceeds received in respect of, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities")instruments referred to in clauses (a) and (b) above; provided(d) subject to Section 3.06, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received all rights and privileges of such Grantor with respect to the Pledged Securities securities, instruments and Pledgor shall be entitled other property referred to receipt in clauses (a), (b) and (c) above; and (e) all Proceeds of any and all of the amount of proceeds necessary foregoing (the items referred to fund Pledgor's tax obligations with respect in clauses (a) through (e) above being collectively referred to any proceeds received with respect to as the “Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredCollateral”).

Pledge. As collateral security for In order to induce Secured Party to extend the payment and performance in full of the Obligations (Obligations, as hereinafter defined)that term is defined below, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender Secured Party a security interest in, and pledges to Secured Party, the collateral securities described in Schedule A heretothe attached Exhibit A, together with which is hereby incorporated by reference as if fully set forth herein, and all income, interest, dividends, and distributions thereon, replacements and substitutions therefor, and the proceeds thereof (collectively, the “Pledged Securities”). The Pledged Securities are security for the payment to Secured Party of all of the following (the “Obligations”): all loans, advances, debts, liabilities, obligations, covenants and duties owing to Secured Party from any Pledgor of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, including but not limited to those arising under: (i) the Term Note executed by XXXXX XXXXXX, Personal Representative of the ESTATE OF XXXXX XXXXXXX, DECEASED; XXXXXXX HOLDING LLC, a Delaware limited liability company; K & R, LLC, a Kentucky limited liability company; THE XXXXX XXXXXXX FAMILY LIMITED PARTNERSHIP, a Kentucky limited partnership; and 0000 XXXXX XXXX LLC, a Kentucky limited liability company, payable to Secured Party dated December 31, 2014 in the original principal amount of Two Million Six Hundred Thousand and 00/100 Dollars ($2,600,000.00), and all cashof the documents executed in connection therewith, and (ii) under any other agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, participation, purchase, negotiation, discount or otherwise), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising and whether or not contemplated by Pledgor or Secured Party on the date hereof; and, as to all of the foregoing, including any amendments, modifications, or superceding documents to each of the foregoing; and all charges, expenses, fees, including but not limited to reasonable attorneys’ fees, and any other sums chargeable to Pledgor under any of the Obligations. This Agreement is in addition to any previous assignments or pledges, and such previous assignments and pledges remain in full force and effect. To the extent that this Agreement is made by Pledgor to provide additional securities collateral for the obligations of Borrower, then Pledgor acknowledges and agrees that notice of acceptance of this Agreement, notice of extensions of credit to Borrower from time to time, notice of default, diligence, presentment, protest, demand for payment, notice of demand or other property protest, and any defense based upon a failure of Secured Party to comply with the notice requirements of the applicable version of Uniform Commercial Code Article XIII and IX, are hereby waived. Secured Party at any time and from time to time, without the consent of or notice to Pledgor, and without impairing or releasing, discharging or modifying the liabilities of Pledgor hereunder, may in its sole discretion (i) change the manner, place or terms of payment or performance of or interest rates on, or change or extend the time receivable of payment or otherwise distributable in respect performance of, in exchange foror other terms relating to any of the Obligations, (ii) renew, increase, substitute, modify, amend or alter, or in substitution grant consents or waivers relating to any of the Obligations, any other guarantees or other liabilities, or any collateral for any Obligations or guarantees or other liabilities, (iii) apply any and all such pledged securities payments from any source whatsoever including any proceeds of any collateral, to any Obligations of Borrower in any order, manner and amount, (all such pledged securitiesiv) deal or refrain from dealing with any person or entity, the proceeds thereofin its sole discretion, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received Obligations in such manner as Secured Party deems appropriate, in its sole discretion, and/or (v) accept, sell, substitute, exchange, compromise, release, surrender, offset, realize upon or otherwise deal with respect in any manner and in any order any of the Obligations, any guarantee or other liability for any of the Obligations, or any collateral for any of the Obligations or for any guarantee or other liability relating to any of the Obligations. Irrespective of the taking of or refraining from taking of any of the foregoing actions, the obligations of Pledgor will remain in full force and effect and will not be affected, impaired, discharged, or released in any manner. Secured Party in its sole discretion may determine the reasonableness of the period which may elapse prior to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securitiesmaking of demand for any payment upon Borrower and it need not pursue any of its remedies against Borrower, together with all rightsany other Pledgor or other person, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredcollateral before having recourse against any Pledgor under this Agreement.

Pledge. As collateral additional security for the full and punctual payment when due and performance in full payable (whether upon stated maturity, by acceleration or otherwise) of the Obligations Loan and the full and faithful payment, performance and observance by Borrower of all the Obligations, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby grants to Agent, a security interest in the following: all of such Pledgor’s right, title and interest in the Pledged Entities, represented by the Pledged Interests, including, without limitation, (a) all of such Pledgor’s right, title and interest in and to the Pledged Entity Organizational Documents, (b) all of such Pledgor’s right, title, interest and privilege in and to any and all Receipts of the Pledged Entities, (c) all of such Pledgor’s right, title, interest and privilege under or arising out of Pledged Entity Organizational Documents, (d) all present and future claims, if any, of such Pledgor against the Pledged Entities under or arising out of the Pledged Entity Organizational Documents or for monies loaned or advanced, for services rendered or otherwise, (e) to the extent permitted by applicable law, all of such Pledgor’s rights, if any, in the Pledged Entities, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Pledged Interests, including, without limitation, any power to terminate, cancel or modify the Pledged Entity Organizational Documents, to exercise such Pledgor’s Voting Rights (as hereinafter defined), to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor hereby pledgesin respect of the Pledged Interests, hypothecatesto make determinations, assignsto exercise any election of remedies or options or to give or receive any notice, transfersconsent, sets over and delivers unto Lenderamendment, and hereby grants to Lender a security interest in, the collateral described in Schedule A heretowaiver or approval, together with full power and authority to demand, receive enforce or collect any of the proceeds thereof and all cashforegoing, additional securities to enforce or execute any checks, or other property at instruments or orders, to file any time claims and from time to time receivable or otherwise distributable take any action in respect ofconnection with any of the foregoing, in exchange for(f) all of such Pledgor’s right, or in substitution for title and interest to any and all such pledged securities Distributions, and (g) to the extent not otherwise included, all such pledged securitiesproceeds of any or all of the foregoing (collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "“Pledged Securities"Collateral”); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As (a) 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 in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined), Obligations. All of the Pledged Interests now owned by the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule which are presently represented by certificates are listed on Exhibit A hereto, together which certificates, with the proceeds thereof undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect 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 Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverInterests, to the terms, covenants extent such certificates are available and conditions herein set forthnot covered by an existing lien or pledge,the Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Upon delivery Any Pledged Collateral described in a Pledge Addendum executed by the Pledgor shall thereafter be deemed to Lender, the Pledged Securities be listed on Exhibit A hereto. The Pledgee shall be accompanied by executed stock powers in blank maintain possession and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security To secure the Obligations and for the payment and performance purposes set forth in full of the Obligations (as hereinafter defined)Section 1 hereof, Pledgor hereby pledges, hypothecates, pledges and collaterally assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in and lien on, in favor of Pledgee for the benefit of the Pledgee and the Bank Product Providers, all of Pledgor's right, title and interest in, to, and under (A) the collateral described in Schedule A heretoPledged Collateral, together with the proceeds thereof and (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, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all of the Pledged Collateral (excluding any of the 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 pledged securities (all such pledged securitiesIssuer, the proceeds thereofDesignated Number after giving effect to such issuances), cash(D) the Pledgor's right to vote the Pledged Collateral, dividendsand (E) all proceeds, additional securities products, replacements and other property substitutions for any of the foregoing, in each case whether now owned or hereafter pledged hereunder are hereinafter collectively called acquired by the Pledgor (collectively, the "Pledged SecuritiesCollateral"); provided. If the Pledged Collateral is evidenced by certificates, howeverthen the Pledgor shall concurrently herewith deposit with the Collateral Agent (as defined below), for the benefit of the Pledgee and the Collateral Agent, in accordance with the terms of that certain Intercreditor Agreement dated as of the proceeds thereof described above shall be limited date hereof (the "Intercreditor Agreement") by and among the Pledgor, the Pledgee and LaSalle Bank National Association (the "Collateral Agent"), the Pledged Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledged Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed in blank by 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 after-tax proceeds received Pledgor as debtor and the Pledgee as secured party with respect to the Pledged Securities Collateral with the Delaware Secretary of State, in form and Pledgor shall be entitled substance satisfactory to receipt the Pledgee in its sole and absolute determination, and without the requirement of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect signature. Notwithstanding anything to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lendercontrary contained in this Agreement, the Pledged Securities Pledgee shall not as a result of this Agreement be accompanied by executed stock powers responsible or liable for any obligations or liabilities of the Pledgor in blank and by such other instruments or documents the Pledgor's capacity as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares shareholder, if any, and the numbers Pledgee shall not be deemed to have assumed any of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredsuch obligations or liabilities.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations (as hereinafter defined)Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's right, title and interest in, to and under (a) all shares of Capital Stock of Acquisition Sub and JRMSA and all securities convertible into or exchangeable for shares of such Capital Stock owned by it as of the collateral described in date hereof, all of which are listed on Schedule A II hereto, together with the proceeds thereof and any shares of Capital Stock of Acquisition Sub and JRMSA and all cash, additional securities convertible into or other property at any time exchangeable for shares of such Capital Stock obtained in the future by such Pledgor and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and the certificates representing all such pledged shares of Capital Stock or securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided(b) subject to Section 5, howeverall payments of principal or interest, that dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the proceeds thereof described above shall be limited conversion of the securities referred to in clause (a) above; (c) subject to Section 5, all rights and privileges of the after-tax proceeds received Pledgor with respect to the Pledged Securities securities and Pledgor shall be entitled other property referred to receipt in clauses (a) and (b) above; and (d) all proceeds of any of the amount of proceeds necessary foregoing (the items referred to fund Pledgor's tax obligations with respect in clauses (a) through (d) above being collectively referred to any proceeds received with respect to as the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth"Collateral"). Upon delivery to Lenderthe Collateral Agent, (a) any stock certificates or other securities now or hereafter included in the Pledged Securities Collateral shall be accompanied by executed 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 such other instruments or documents as Lender or its counsel the Collateral Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing describing the number of shares and the numbers of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A II and made a part hereof. Each schedule so delivered shall supersede any prior schedule 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 Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Collateral Agent, for the benefit of itself and the other Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity 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 Collateral Agent 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 in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined)Obligations. All of the Pledged Interests now owned by the Pledgor, Pledgor hereby pledgeswhich are presently represented by certificates, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule are listed on Exhibit A hereto, together which certificates, with undated assignments separate from the proceeds thereof certificates or stock/membership interest powers duly executed in blank by such Pledgor and all cash, additional securities to the extent such certificates are available and not covered by an existing lien or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange forpledge, or in substitution for any and all such pledged securities (all such pledged securitiesirrevocable proxies, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited being delivered to the after-tax proceeds received with respect to Collateral Agent simultaneously herewith. Upon the creation or acquisition of any new Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverInterests, to the terms, covenants extent such certificates are available and conditions herein set forth. Upon delivery to Lendernot 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 Securities Collateral described in a Pledge Addendum executed by the Pledgor shall thereafter be accompanied by executed stock powers in blank deemed to be listed on Exhibit A hereto. The Collateral Agent shall maintain possession and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a junior lien on and junior priority perfected security interest (each subordinate to the Senior 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 in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined), Obligations. All of the Pledged Interests now owned by the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule which are presently represented by certificates are listed on Exhibit A hereto, together which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, have previously been delivered to Pledgee in connection with the proceeds thereof and all cashSenior Security Interest. Upon the creation or acquisition of any new Pledged Interests, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and 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 entitled deemed to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges be listed on Exhibit A hereto. Pledgee shall maintain possession and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), The Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over transfers and delivers unto Lenderto the Pledgee, and hereby grants to Lender Pledgee, a first lien on, a security interest inin and control (as defined in the Code (as defined in Section 10 hereof)) of, (a) the Initial Pledged Stock, (b) all shares of stock, common or preferred, certificate or uncertificated securities (as defined in the Code (as defined in Section 10 hereof)), 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 foregoing (collectively, "Stock") of the Issuer which Pledgor shall, from time to time, become entitled to receive or shall receive as set forth in Section 3 hereof (together with any Stock options or rights received pursuant to Section 3 hereof, the collateral described "Additional Pledged Stock"; the Additional Pledged Stock and the Initial Pledged Stock being sometimes hereinafter referred to as the "Pledged Stock"), (c) all other Collateral (as defined in Schedule A heretoSection 4 hereto as may be pledged to Pledgee, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect ofhereunder, in exchange for, or in substitution for any and (d) all such pledged securities (all such pledged securities, the proceeds thereof, cashand, dividendsin any event, additional securities (e) all investment property (as defined in the Code (as defined in Section 10 hereof) comprised of any of the foregoing, together with appropriate undated stock powers duly executed in blank, as collateral security for (i) the due and other property punctual payment and performance by Pledgor of its obligations, covenants, agreements and liabilities, absolute or contingent, liquidated or unliquidated, now existing or hereafter pledged hereunder are hereinafter collectively incurred under, arising out of or in connection with this Agreement, (ii) the prompt and complete payment when due (whether at the stated due date, by acceleration or otherwise) of the unpaid principal of and interest on the Obligations as well as collection costs therefor, absolute or contingent, liquidated or unliquidated, now existing or hereinafter incurred (all the foregoing being hereinafter called the "Pledged SecuritiesObligations"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for To secure the payment and performance in full of the Secured Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderSecured Party, for the benefit of itself and Lenders, and hereby grants to Lender Secured Party, for the benefit of itself and Lenders, a lien upon and a security interest inin (a) all capital stock and voting securities of the Subsidiary now owned or hereafter acquired by Pledgor, and any other entity of which Pledgor now owns or hereafter acquires 25% or more of the issued and outstanding capital stock or voting securities (all such entities, collectively, the collateral described in Schedule A hereto, together with the proceeds thereof “Pledged Subsidiaries”) and all (b) any cash, additional shares or securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for distribution of, any and all such pledged securities stock and voting securities, together with the proceeds thereof (all such pledged shares, common stock, capital stock, securities, the cash, property and other proceeds thereof, cashcollectively, dividendsthe “Pledged Collateral”). For purposes of this Pledge Agreement, additional the term “securities” shall be deemed to include capital stock of corporations, partnership interests in general partnerships and any type of limited partnership and membership interests in limited liability companies, in each case whether certificated or uncertificated. All securities issued by the Pledged Subsidiaries and other property now or hereafter pledged hereunder owned by Pledgor are hereinafter collectively called referred to as the "“Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth”. Upon delivery to LenderSecured Party, (A) any certificated securities now or hereafter included in the Pledged Securities Collateral shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender Secured Party or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.request and

Pledge. As collateral security Each of the Grantors hereby pledges to the Collateral Agent and grants to the Collateral Agent for the payment and performance in full ratable benefit of the Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender Second Priority Secured Parties a security interest inin all of such Grantor’s right, title and interest in and to each of the following, whether now owned, held or hereafter acquired by such Grantor, and whether now or hereafter existing or arising (together, the collateral described in Schedule A hereto“Collateral”): (a) each and every FAA Slot of such Grantor; and (b) to the extent permitted under Applicable Law, together with each and every Route of such Grantor; and (c) to the proceeds thereof extent permitted by applicable law and contract, each and every Gate Interest of such Grantor; and (d) to the extent permitted by applicable law, each and every Foreign Slot of such Grantor; and (e) to the extent permitted by applicable law and contract, all cash, additional securities or other property at Supporting Route Facilities of such Grantor; and (f) all Proceeds of any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for kind of any and all such pledged securities of the foregoing (all such pledged securitiesincluding, without limitation, in the cases of the Collateral listed in (c), (d) and (e), above, the proceeds thereof, cash, dividends, additional securities (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral notwithstanding whether the pledge and other property now or hereafter pledged hereunder are hereinafter collectively called grant of the "Pledged Securities"security interest in such Collateral is legally effective under applicable law); provided, however. It being understood, that the proceeds thereof described above no Grantor shall be deemed to have granted, assigned, conveyed, mortgaged, pledged, hypothecated or transferred (such actions, collectively, the “granting of a security interest”) over Collateral insofar as such granting of a security interest would constitute a breach or violation of a valid and effective restriction in favor of a third party (including, but not limited to, any mandatory consent rights, and the parties hereby agree that the Collateral Agent shall not require any actions to the after-tax proceeds received be taken with respect to such consent rights except following the Pledged Securities and Pledgor shall be entitled to receipt occurrence of an Event of Default as specifically provided herein) that would result in the amount termination of proceeds necessary to fund Pledgor's tax obligations with respect such Grantor’s interest in such Collateral or give rise to any proceeds received with respect valid and effective indemnification obligation or any valid and effective right to terminate or commence the Pledged Securities; TO HAVE AND TO HOLD exercise of remedies under such restriction. Notwithstanding the Pledged Securitiesforegoing, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forthin no event shall “Collateral” include any Excluded Property. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredSection 2.

Pledge. As collateral In consideration of Pledgee's agreement to enter into the transactions contemplated in the Settlement Agreement, Pledgor ratifies, reaffirms, and restates its grant to Pledgee of a perfected first lien and security interest in: (a) 600,000 shares of the common stock of Borrower, evidenced by stock certificate number BC 0650, duly endorsed in blank and delivered to Pledgee simultaneously with Pledgor's execution and delivery of the 1998 Security Agreement; and (b) all unexercised stock options previously issued by Pledgee to Pledgor (collectively, the "Shares"). Pledgor appoints Pledgee its attorney-in-fact, and hereby grants to Pledgee an irrevocable power of attorney coupled with an interest, to arrange for the transfer of the Shares on the books of Borrower to the name of Pledgee, and to take any and all other actions necessary or appropriate to effect said transfer. Pledgee will hold the Shares as security for the payment and performance in full of all of Pledgee's obligations under the Loans, the Old Notes, the New Notes, and the Settlement Agreement (collectively, the "Obligations"), and will not encumber or dispose of the Obligations Shares except in accordance with the provisions of this Agreement. Pledgor acknowledges and agrees that upon the occurrence of a Liquidity Event (as hereinafter defineddefined below), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over Pledgee's first lien and delivers unto Lender, and hereby grants to Lender a security interest inwill continue in all Proceeds (as defined below) of the Shares. For the purposes of this Agreement, (a) a "Liquidity Event" means the collateral described date when Pledgee sells substantially all of its assets and business to a third party, sells control of its equity securities to a third party or parties, or engages in Schedule A hereto, together with the proceeds thereof and all cash, additional securities any merger or other property at any time reorganization with a third party whereby the third party or parties acquire control; and from time to time receivable or otherwise distributable in respect of(b) "Proceeds" means: (1) whatever is received upon the sale, in exchange forexchange, collection, or in substitution for any and other disposition of the Shares; (2) all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received payments and/or distributions made with respect to the Pledged Securities Shares; and Pledgor shall be entitled to receipt of the amount of (3) and all cash and noncash proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredthereof.

Pledge. As collateral security Upon the terms hereof, for the payment and performance in full of the Obligations (as hereinafter defined)value received, Pledgor hereby irrevocably and unconditionally pledges, hypothecates, assigns, transfershypothecates and transfers to Secured Party, sets over for the ratable benefit of itself, the other Lenders a party to the Credit Agreement, a first and delivers unto Lenderprior pledge and security interest in (1) all membership, limited liability company, limited partnership and other ownership interests of (i) Hallwood Realty, LLC, a Delaware limited liability company ("Hallwood Realty"), now or hereafter owned beneficially or of record by Pledgor, including, without limitation, the ownership interests described on Exhibit A attached hereto (together with any certificate or instrument evidencing such interest), (ii) Hallwood Commercial Real Estate, LLC, a Delaware limited liability company ("HCRE"), now or hereafter owned beneficially or of record by Pledgor, including, without limitation, the ownership interests described on Exhibit A attached hereto (together with any certificate or instrument evidencing such interest), and hereby grants to Lender (iii) Hallwood Realty Partners, L.P., a security interest in, the collateral described in Schedule A hereto, Delaware limited partnership ("HRY"; and together with Hallwood Realty and HCRE, collectively referred to herein as the "Companies" and individually as a "Company"), owned beneficially or of record by Pledgor, and described on Exhibit A attached hereto (together with any certificate or instrument evidencing such interest) (all of the foregoing being referred to herein as the "Pledged Equity"), (2) any and all proceeds thereof or other sums arising from or by virtue of, and all dividends and distributions (cash or otherwise) payable and/or distributable with respect to, all or any of the Pledged Equity, and all cash, additional securities or securities, dividends and other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any or all of the Pledged Equity and all such pledged securities any other property substituted or exchanged therefor (all such pledged securitiesof the foregoing described in clauses (1), the proceeds thereof, cash, dividends, additional securities (2) and other property now or hereafter pledged hereunder are hereinafter (3) being collectively called referred to herein as the "Pledged SecuritiesCollateral"); provided. Unless otherwise defined in this Agreement, howeverterms used herein shall have the meanings set forth in the Credit Agreement, that dated as of December 21, 1999, among Pledgor, The Hallwood Group Incorporated, a Delaware corporation ("Parent"), Secured Party, and the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged SecuritiesLenders (such agreement, together with all rightsamendments, titlesmodifications and restatements, interestsincluding, powerswithout limitation, privileges and preferences pertaining or incidental theretothose that increase the amount of indebtedness thereunder, unto Lender, its successors and assigns; subjectbeing referred to herein as the "Credit Agreement"). Notwithstanding any contrary provision in this Agreement, however, the pledge hereunder is limited to the termsextent, covenants and conditions herein set forth. Upon delivery if any, required so that such pledge is not subject to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such avoidance under applicable bankruptcy or other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivereddebtor relief laws.

Pledge. As collateral security for the payment and performance in full when due of all the Obligations (as hereinafter defined)Secured Obligations, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over transfers and delivers unto Lender, and hereby grants to Lender Collateral Agent for the benefit of the Secured Parties, a continuing first priority security interest inin and to all of the right, title and interest of the Pledgor in and to the following property, whether now existing or hereafter acquired, (collectively, the collateral "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 Schedule A hereto, together with the proceeds thereof 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 all cash, 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 other property at any time 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 distributable distributed to the Pledgor in respect of, of or in exchange forfor any or all of the Pledged Shares (collectively, "Distributions"); and 198 all Proceeds (as defined under the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or under other relevant law) of any of the foregoing, and in substitution for any event, including, without limitation, any and all such pledged securities (all such pledged securitiesi) proceeds of any insurance (except payments made to a Person which is not a party to this Agreement), the proceeds thereofindemnity, cash, dividends, additional securities and other property now warranty or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited guarantee payable to Collateral Agent or to the after-tax proceeds received with respect Pledgor from time to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations time with respect to any proceeds received with respect of its respective Pledged Collateral, (ii) payments (in any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of its respective Pledged Securities; TO HAVE AND TO HOLD Collateral by any Governmental Authority (or any person acting under color of a Governmental Authority), (iii) instruments representing obligations to pay amounts in respect of Pledged Shares, (iv) products of the Pledged Securities, together Collateral and (v) other amounts from time to time paid or payable under or in connection with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, any of the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredCollateral.

Pledge. As collateral Pledgor hereby pledges, conveys, hypothecates, mortgages, charges, assigns, sets over, delivers and grants to the Lender as security for the payment and performance in full when due of all the Obligations (as hereinafter defined)Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest inin all of Pledgor's right, title and interest in and to the following, whether now owned or hereafter acquired (collectively, the collateral described "Collateral"): (i) all of the Shares and all additional Stock of each of the Subsidiaries (other than the Foreign Subsidiaries) from time to time acquired by Pledgor in Schedule any manner from and after the date hereof and (ii) all of the Shares of the Foreign Subsidiaries set forth on Exhibit A heretoattached hereto and incorporated herein by reference and all additional Stock of each of the Foreign Subsidiaries from time to time acquired by Pledgor in any manner from and after the date hereof (the Shares pledged pursuant to clauses (i) and (ii) above being hereinafter collectively referred to as the "Pledged Stock"), including, without limitation, all stock rights, rights to subscribe, stock splits, stock dividends, new securities and certificates, subscriptions, additions and replacements declared or issued with respect to or on account of any Pledged Stock, together with the all proceeds thereof and all cash, additional securities or and other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredStock.

Pledge. As collateral security for the payment (a) Pledgor, jointly and performance in full of the Obligations (as hereinafter defined)severally if more than one, Pledgor hereby pledges, hypothecatesmortgages, assigns, transfers, delivers, deposits, sets over and delivers unto Lender, and hereby grants to Lender confirms as a first priority security interest in, the collateral described in Schedule A hereto, together with the proceeds thereof to Pledgee and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverfor itself and as agent for any affiliate of Fifth Third Bancorp, all of Pledgor's right, title and interest in and to the termssecurities listed on Exhibit A attached hereto and all income, covenants dividends and conditions herein set forth. Upon delivery to Lenderother distributions thereon and the proceeds thereof (collectively, the Pledged Securities shall be accompanied "Interest"), as collateral security for payment and performance of the following (collectively, the "Obligations"): all loans, advances, indebtedness and other obligations of each of Pledgor and Richxxx X. Xxxxxxx 0001 Xxxxxx Xxxxxx, Xxxxxx, Xxxx 00000 (xx 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 now existing or hereafter arising including without limitation those owed to others and acquired by executed stock powers in blank Pledgee by purchase, 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 such additional collateral, and all liabilities, obligations and indebtedness arising under this Agreement and all other instruments and agreements evidencing, guarantying or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers securing any of the certificates theretofore foregoing, and then pledged hereunderall obligations to perform or forbear from performing acts, which schedule shall be attached hereto as Schedule A all amounts represented by letters of credit now or hereafter issued by Pledgee for the benefit of or at the request of Borrower or Pledgor, and made a part hereof. Each schedule so delivered shall supersede all expenses and attorneys' fees incurred by Pledgee under this Agreement or any prior schedule so delivered.other document or instrument related thereto or related thereto including but not limited to the following: $2,000,000 Draw Note dated July 6 1998

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of all obligations of the Obligations Issuer and the Subsidiary Pledgors under the Indenture, the Notes and the other Indenture Documents (as hereinafter defineddefined in the Second Priority Security Agreement), including obligations to the Trustee and the Collateral Agent, whether for payment of principal of, interest on or additional interest, if any, on the Notes and all other monetary obligations of the Issuer and the Subsidiary Pledgors under the Indenture, the Notes and the other Indenture Documents whether for fees, expenses, indemnification or otherwise (referred to collectively as the "Obligations"), each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and (subject to the Intercreditor Agreement) delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a second-priority security interest in all of the Pledgor's right, title and interest in, to and under (a) all the collateral described shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a person (collectively, the "Equity Interests") owned by it that have been pledged to the Credit Agent pursuant to the First Priority Pledge Agreement, all of which have been delivered to and are held by the Credit Agent (with the exception of Equity Interests consisting of uncertificated securities) and are listed on Schedule A II hereto, together with and any Equity Interests obtained in the proceeds thereof future by such Pledgor and the certificates representing all such shares (collectively, the "Pledged Stock"); (b)(i) all the debt securities owned by it that have been pledged to the Credit Agent pursuant to the First Priority Pledge Agreement, all of which are listed opposite the name of the Pledgor on Schedule II hereto, and have been delivered to and are held by the Credit Agent, (ii) any debt securities in the future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (collectively, the "Pledged Debt Securities"); (c) subject to Section 5, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clauses (a) and (b) above; (d) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional 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 (e) above being collectively referred to as the "Collateral"). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Pledgor or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares. Any security interest in Pledged Stock or Pledged Debt Securities of any Subsidiary Pledgor shall be limited at any time to that portion of capital stock or other security which value (defined as the principal amount, par value, book value as carried by the Issuer or market value, whichever is greatest), when considered in the aggregate with all other capital stock or other securities of such Subsidiary Pledgor subject to a security interest under the Indenture, does not exceed 19.99% of the principal amount of the then outstanding Notes issued by the Issuer; provided, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Securities and Exchange Commission (the "SEC") to 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 agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary's Pledged Stock or Pledged Debt Securities secures the Notes, then such Pledged Stock or Pledged Debt Securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement; provided, further in such event, the Security Documents (as defined in the Second Priority Security Agreement) may be amended or modified, without the consent of any Holder, to the extent necessary to release the second priority security interests on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. Upon delivery to the Credit Agent (or, if the First-Lien Termination Date (as defined in the Second Priority Security Agreement) has occurred, the Collateral Agent), (a) any stock certificates, notes or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral (the "Pledged Securities"); provided, however, that the proceeds thereof described above ) have been or shall be limited accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the afterCredit Agent (or, if the First-tax proceeds received with respect to Lien Termination Date has occurred, the Collateral Agent) and by such other instruments and documents as the Credit Agent (or, if the First-Lien Termination Date has occurred, 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 such other instruments or documents as the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) may reasonably request. Each delivery of Pledged Securities and Pledgor shall be entitled to receipt of accompanied by a schedule describing the amount of proceeds necessary to fund Pledgor's tax obligations with respect to securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any proceeds received with respect to the Pledged Securities; prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Each Pledgor hereby pledges, hypothecates, assigns, transfers, sets over assigns and delivers unto Lender, transfers to the Collateral Agent and hereby grants to Lender the Collateral Agent, for the benefit of the Secured Parties, a security interest inin and continuing Lien on all of such Pledgor’s right, the collateral described title and interest in Schedule A heretoall property of such Pledgor identified below, together with the proceeds thereof and all cash, additional securities in each case whether now owned or other property existing or hereafter acquired or in which such Pledgor now has or at any time in the future may acquire or arising and wherever located (all of which being hereinafter collectively referred to as the “Collateral”), as collateral security for prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Pledgor Obligations: (a) all of such Pledgor’s limited liability company interests in the Issuers and all after acquired limited liability company interests in the Issuers (collectively, the “LLC Interests”), including but not limited to those LLC Interests described on Schedule 1 (as such schedule may be amended or supplemented from time to time), and all of such Pledgor’s rights to acquire limited liability company interests in any Issuer in addition to or in exchange or substitution for the LLC Interests and all other Equity Interests in any Issuer owned by such Pledgor; (b) all of such Pledgor’s rights, privileges, authority and powers as a member of an Issuer under the Operating Agreement and the other Organizational Documents of the Issuers; (c) all certificates or other documents representing any and all of the foregoing in clauses (a) and (b); (d) all dividends, distributions, cash, securities, instruments and other property or proceeds of any kind to which such Pledgor may be entitled in its capacity as member of an Issuer by way of distribution, return of capital or otherwise, including from time to time received, receivable or otherwise distributable distributed in respect ofof or in exchange for any or all of the LLC Interests; (e) without affecting any obligations of such Pledgor or any Issuer under any of the other Loan Documents, in exchange forthe event of any consolidation or merger in which any Issuer is not the surviving Person, all of such Pledgor’s ownership interests of any class or character in substitution for the successor Person formed by or resulting from such consolidation or merger; (f) any other claim which such Pledgor now has or may in the future acquire in its capacity as member of an Issuer against such Issuer and its property; and (g) all such pledged securities (all such pledged securitiesProceeds, the proceeds thereof, cash, dividends, additional securities products and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited accessions of and to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt any of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to property described in the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forthpreceding clauses (a) through (f) above. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.3.2

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), The Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lenderpledges to the Agent, and hereby grants to Lender the Agent, a first priority security interest in, all of the collateral described in following (collectively, the "Pledged Collateral"): the Pledged Shares owned by the Pledgor listed on Schedule A heretoI hereto and the certificates representing the Pledged Shares, together with the proceeds thereof and all dividends, distributions, cash, additional securities or instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any or all of the Pledged Shares; all additional shares of stock of any issuer of the Pledged Shares from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all such pledged securities (all such pledged securitiesdividends, the proceeds thereofdistributions, cash, dividends, additional securities instruments and other property now or hereafter pledged hereunder are hereinafter collectively called proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and all shares of any Person who, after the "Pledged Securities"); provideddate of this Agreement, howeverbecomes, that as a result of any occurrence, a wholly-owned Subsidiary of the proceeds thereof described above Pledgor (which shares shall be limited deemed to be part of the Pledged Shares) and the certificates representing such 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 shares. Notwithstanding the foregoing, if the Pledgor is unable to deliver to the after-tax proceeds received Agent stock certificates representing all of the issued and outstanding shares of Capital Stock of HumanCAD Systems, Inc., an Ontario corporation, concurrently with respect the execution and delivery of this Agreement, then the Pledgor agrees (i) not to pledge such shares of Capital Stock in favor of any other Person, and (ii) to pledge such shares of Capital Stock to the Pledged Securities and Agent as promptly as practicable after the Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredcomes into possession thereof.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), The Pledgor hereby pledges, hypothecates, assigns, ------ transfers, sets over and delivers unto Lenderthe Pledgee for the benefit of the Lenders, and hereby grants to Lender the Pledgee for the benefit of the Lenders a security interest in, all of the collateral Pledgor's right, title and interest in, to and under the following (collectively, the "Pledged Collateral"): (a) all of the common stock, shares, equity interest, ownership interest, beneficial interest and other securities (collectively, "Securities") of Karalea, Inc., a Georgia corporation ("Karalea"), Marthasville Trading Company ("Marthasville"), a Georgia corporation, and HFMI Acquisition Corporation, a Delaware corporation, the HFMI Trust ("Newco"; Karalea, Marthasville, Newco and the HFMI Trust are collectively referred to as the "Issuers" and individually referred to as an "Issuer") and as more particularly described in on Schedule A 1 attached hereto, together with ; (b) any additional Securities of the proceeds thereof and all cash, Issuers as may from time to time be issued to the Pledgor or otherwise acquired by the Pledgor; (c) any cash or additional securities Securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for of, any of the property referred to in any of the immediately preceding clauses (a) and (b); and (d) any and all such pledged securities (all such pledged securities, the products and proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of any of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securitiesforegoing, together with and all other rights, titles, interests, powers, privileges and preferences pertaining or incidental theretoto said property. As used herein, unto Lender, its successors and assigns; subject, however, "HFMI Trust" shall mean the trust ---------- established pursuant to the termsTrust Agreement dated as of even date herewith between Pledgor and Wilmington Trust Company, covenants and conditions herein set forth. Upon delivery as trustee, with respect to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredcertain intellectual property described therein.

Pledge. As A. Pledgor hereby pledges, mortgages, assigns and grants to Pledgee, as collateral security for the prompt payment and performance in full of the Obligations (as hereinafter defined)Secured Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest inin all of the following (the "Collateral"): that certain Senior Secured Convertible Note, Certificate No. ____, in the collateral described face amount of $3,418,695.59, issued by the Company, in Schedule A favor of Pledgor having a Note duly endorsed on blank or accompanied by stock powers duly executed in blank, which certificate is being delivered by Pledgor to the law firm of Mungxx, Xxllxx & Xlsox, LLP, or such other law firm as may be agreed between the parties (the "Pledgeholder") to be held by such Pledgeholder for the benefit of the parties hereto, together with pursuant to the proceeds thereof terms hereof; and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called issued in substitution, exchange or replacement for the "Pledged Securities"); providedStock, howeveror with respect thereto, that including, without limitation, as a result of any reorganization, recapitalization or other readjustment of the proceeds thereof described above shall be limited Company or any other company issuing such Pledged Stock, or as the result of any stock split or right to subscribe accruing because of the Pledged Stock. Not withstanding anything to the after-tax proceeds received with respect to the Pledged Securities contrary contained in Section 1A above, unless and until an Event of Default (as hereafter defined) under this Pledge Agreement has occurred, Pledgor shall be entitled to receipt of the amount of proceeds necessary receive and collect, or to fund Pledgor's tax obligations with respect have paid over to any proceeds received with respect to it, all cash payments on the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNotes.

Pledge. (a) As collateral security for the payment and performance performance, as the case may be, in full of the Obligations (as hereinafter defined)and to secure the performance of the agreements and covenants hereunder, the Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over and delivers unto Lenderthe Secured Party for its benefit, and grants to the Secured Party for its benefit, a security interest in all of the Pledgor’s right, title and interest in to and under all personal property and other assets other than the Excluded Items whether now owned by or owing to, or hereafter acquired by or arising in favor of the Pledgor (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or to, the Pledgor, and regardless of where located (all of which other than the Excluded Items being hereinafter referred to as the “Collateral”), including (i) all Accounts, (ii) all Chattel Paper, (iii) all Documents (other than those related to the Excluded Items), (iv) all General Intangibles (including payment intangibles and Software), (v) all Goods (including Inventory, Equipment and Fixtures), (vi) all Instruments (other than those related to the Excluded Items), (vii) all Investment Property (other than the Excluded Items), (viii) all Deposit Accounts of the Pledgor and all deposits therein, (ix) all money, cash or cash equivalents of the Pledgor, (x) all Supporting Obligations and Letter of Credit Rights of the Pledgor, , and (xi) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payment not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing. In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce the Secured Party as aforesaid, the Pledgor hereby grants to Lender the Secured Party a security interest inright of set-off against the property of the Pledgor held by Secured Party, consisting of property described above in the collateral described in Schedule A hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property prior sentence now or hereafter pledged hereunder are hereinafter collectively called in the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited possession or custody of or in transit to the after-tax proceeds received with respect to Secured Party, for any purpose, including safekeeping, collection or pledge, for the Pledged Securities and Pledgor shall be entitled to receipt account of the amount of proceeds necessary Pledgor, or as to fund Pledgor's tax obligations with respect to which the Pledgor may have any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining right or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredpower.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of a Subordinate Note 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 Obligations Note A Holder; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (as hereinafter definedincluding the name and address of the applicable Pledgee), Pledgor hereby pledgesthe Servicer will be required: (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) 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, hypothecatesbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, assignsmodification, transferswaiver or termination of this Agreement or the Servicing Agreement, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a security interest in, receive any payments that the collateral described in Schedule A hereto, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the 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 respect oflieu of foreclosure as to such collateral), in exchange for, or in substitution for any accordance with applicable law and all this Agreement. In such pledged securities (all such pledged securitiesevent, the proceeds thereofServicer 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), cashand its successor and assigns, dividends, additional securities and other property now or hereafter pledged hereunder which are hereinafter collectively called Qualified Institutional Lenders as the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited successor to the after-tax proceeds received with respect 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 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 this Section 17 shall remain effective as to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for the due and timely payment and performance and discharge in full of the Obligations (as hereinafter defined)obligations and indebtedness described in Section 2 hereof, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderSecured Party, for the ratable benefit of itself and the Lenders, and hereby creates and grants to Lender Secured Party, for the ratable benefit of itself and the Lenders, a security interest inin (i) any and all promissory notes executed by Affiliates and any Subsidiary of Pledgor and made payable to Pledgor (the "Pledged Notes"), the collateral described in Schedule A whether currently existing or hereinafter executed which are herewith or hereafter pledged by Pledgor pursuant to this Pledge Agreement, a description of which is either included on SCHEDULE 1 hereto or will be added from time to time to SCHEDULE 1 hereto, together with the proceeds thereof (ii) any and all accounts receivable, intercompany debts and obligations for money owed to Pledgor by its Affiliates and any Subsidiary ("Inter-Company Receivables"), (iii) any and all cash, additional securities interest earned thereon, proceeds, receipts or other property that may at any time and or from time to time receivable hereafter be distributed or otherwise distributable received in respect of, or on account of, or in exchange or substitution for, or in substitution for upon conversion of, the Pledged Notes and Inter-Company Receivables, (iv) any and all renewals, extensions or substitutions of or for any of the Pledged Notes and InterCompany Receivables, (v) any and all proceeds arising from the sale, maturity, collection or disposition of any of the foregoing (the Pledged Notes and Inter-Company Receivables, together with such pledged securities (all such pledged securities, the proceeds thereof, cash, dividendsinterest, additional securities proceeds and other property now or hereafter pledged hereunder are described in this Section 1 being sometimes hereinafter collectively called referred to as the "Pledged SecuritiesCollateral"); provided, however, that . Secured Party holds the proceeds thereof described above shall be limited Collateral as collateral agent for itself and the Lenders subject to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt provisions of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to Intercreditor Agreement (as defined in the Pledged Securities; TO HAVE AND TO HOLD the Pledged SecuritiesLoan Agreement, together with all rightsherein, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered"Intercreditor Agreement").

Pledge. As The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Pledgee, for the benefit of itself and the Buyers, a first lien on and first priority perfected security interest in (i) all of the capital stock or other equity interests of the Pledge Entities now owned or hereafter acquired by the Pledgor (collectively, the “Pledged Shares”), (ii) all other property hereafter delivered to, or in the possession or in the custody of, the Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other property of the Pledgor, as described in Section 4 below or otherwise, whether now or hereafter delivered to, or in the possession or custody of the Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined), Liabili­ties. All of the Pledged Shares now owned by the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule which are presently represented by certificates are listed on Exhibit A hereto, together which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by the proceeds thereof Pledgor and all cashirrevocable proxies, additional securities are being delivered to the Pledgee simultaneously herewith. Upon the creation or other property at acquisition of any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securitiesnew Pledged Shares, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and 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 entitled deemed to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges be listed on Exhibit A hereto. The Pledgee shall maintain possession and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Obligations Secured Obligations, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (as hereinafter definedincluding the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), Pledgor each Grantor hereby pledgescollaterally assigns and pledges to the Collateral Agent, hypothecates, its successors and assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, it successors and assigns, for the 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) all Equity Interests held by it are listed on Schedule I hereto and any other Equity Interests obtained in the collateral described in future by such Grantor and the certificates, if any, representing all such Equity Interests (collectively, the “Pledged Equity”); (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 A I hereto, together with (ii) any debt securities of any Grantor or any Subsidiary of any Grantor obtained in the proceeds thereof 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) and (iii) of this clause (b) are collectively referred to as the “Pledged Debt”); (c) all other property that is delivered to and held by the Collateral Agent; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother proceeds received in respect of, the proceeds thereof, cash, dividends, additional securities referred to in clauses (a) and (b) above; all rights and privileges of such Grantor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter referred to in clauses (a), (b) and (c) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively called referred to as the "“Pledged Securities"Collateral”); provided, however, that the proceeds thereof described above shall be limited . Notwithstanding anything to the after-tax proceeds received with respect to contrary in this Agreement, the Pledged Securities and Pledgor Collateral shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to not include any proceeds received with respect to the Pledged Securities; Excluded Assets. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns; , for the benefit of the Secured Parties, subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to LenderThe 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 Pledged Securities shall Credit Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement, obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and that would be accompanied by executed stock powers in blank and owed by such other instruments Grantor to any Secured Party under the Credit Documents but for the fact that such Secured Obligations are unenforceable or documents as Lender not allowable due to the existence of a bankruptcy, reorganization or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by similar proceeding involving a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredGrantor.

Pledge. As collateral security for (a) the due, full and punctual payment of all amounts and liabilities specified in this Agreement, the Promissory Note, and in any other agreement or instrument delivered to Pledgee by Pledgor (such agreements and instruments are collectively referred to as the “Ancillary Documents”), (b) the due, punctual and faithful performance of and compliance with all other obligations, terms, conditions, covenants, representation and warranties and agreements arising under this Agreement, the Promissory Note or any Ancillary Document, and (c) all expenses, costs and fees, including but not limited to attorneys' fees and expenses, incurred by Pledgee in full connection with the collection of all amounts due by Pledgor to Pledgee, perfection and enforcement of Pledgee's security interest in the Pledged Securities and the maintenance, preservation, taking possession of and disposition of the Obligations Pledged Securities (collectively referred to herein as hereinafter definedthe “Obligations”), Pledgor hereby pledgestransfers, hypothecates, assigns, transferspledges, sets over and delivers unto Lender, Pledgee and hereby grants to Lender Pledgee a security interest in, all right, title and interest Pledgor now has or hereafter may acquire in (a) the collateral described in Schedule A heretoARBX Shares, together with the proceeds thereof PWHT Shares, the Q Limo Shares and all other securities of ARBX, PWHT and Q Limo obtained in the future by Pledgor or any affiliate of Pledgor and the certificates representing or evidencing all such interests, (b) all other property which may be delivered to and held by Pledgee pursuant to the terms hereof, (c) all payments of principal, interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of the securities referred to in clause (a) or clause (b) above, or (d) except as provided in substitution for any Section 4 below, all rights and all such pledged securities (all such pledged securities, privileges of Pledgor with respect to the proceeds thereof, cash, dividends, additional 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 (e) being collectively called the “Pledged Securities”). All stock certificates, notes or other securities or instruments now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to included in the Pledged Securities and Pledgor shall be entitled duly endorsed to receipt Pledgee or accompanied by stock powers duly executed in blank or other instruments of the amount transfer satisfactory to Pledgee and by such other instruments and documents as Pledgee may reasonably request, and all other property comprising part of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by proper instruments of assignment duly executed stock powers in blank by Pledgor or, if owned by an affiliate of Pledgor, by such affiliate and by such other instruments or documents as Lender or its counsel Pledgee may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of all the Obligations Obligations, (as hereinafter defined)i) TWEAN does hereby assign, Pledgor hereby pledgespledge, hypothecatestransfer, assignsgrant, transfersbargain, sets sell, convey, hypothecate, set over and delivers unto Lender, deliver and hereby grants to Lender create a security interest in (collectively, "PLEDGE") unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, all its right, title and interest in, to and under all the collateral described outstanding Equity Interests owned by it on the date hereof or at any time hereafter in Schedule A heretothe Initial Borrower (which Equity Interests equal on the date hereof 100% of the Equity Interests of the Initial Borrower) and (ii) ANP does hereby Pledge unto the Collateral Agent, its successors and assigns for the benefit of the Secured Parties, all its right, title and interest in, to and under (A) all the outstanding Equity Interests owned by it at any time on the date hereof or at any time hereafter in the Initial Borrower (which Equity Interests, together with those Pledged in paragraph (i) above, will at all times hereafter equal 100% of the proceeds thereof and Equity Interests of the Initial Borrower), (B) all cashpayments, additional securities whether of dividends or other property at any time distributions or otherwise, and whether of cash or other assets, from time to time receivable received by or otherwise distributable distributed to it in respect of, in exchange forfor or upon the conversion of the Equity Interests pledged pursuant to clause (i) above, or in substitution for any (C) subject to Section 3.01, all rights and all such pledged securities (all such pledged securities, privileges of ANP with respect to the proceeds thereof, cash, dividends, additional securities Equity Interests and other property now or hereafter pledged hereunder are hereinafter pursuant to clauses (i) and (ii) above and (D) all proceeds of any of the foregoing under this clause (ii) (the collateral referred to in the preceding clauses (i) and (ii) being collectively called the "Pledged SecuritiesCOLLATERAL"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; . TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subjectSUBJECT, howeverHOWEVER, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations (as hereinafter defined)Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender 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 collateral described shares of capital stock, membership interests or other equity interests owned by it and listed on Schedule II hereto and any shares of capital stock, membership interests or other equity interests of the Borrower or any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares, membership interests or other equity interests (collectively, the "Pledged Equity Interests"); provided that the Pledged Equity Interests shall not include (i) more than 65% of the issued and outstanding shares of stock, membership interests or other equity interests of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of such Pledgor on Schedule A II hereto, together with (ii) any debt securities in the proceeds thereof future issued to such 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 the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged privileges of the Pledgor with respect to the securities, the proceeds thereofmembership interests, cash, dividends, additional securities other equity interests 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 (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, membership interest certificates, certificates with respect to other equity interests, notes or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral (the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities ) shall be accompanied by executed 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 such other instruments or documents as Lender or its counsel the Collateral Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing describing the number of shares and the numbers of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A II and made a part hereof. Each schedule so delivered shall supersede any prior schedule 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 4 4 Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for To secure the payment and performance in full of the Obligations (as hereinafter defined)Secured Obligations, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, Great Western and hereby grants to Lender Great Western a lien upon and a security interest inin Pledgor’s existing ownership of the Acquired Shares, the collateral described in Schedule A heretoincluding without limitation, any and all changes and replacements thereof, together with all of Pledgor’s other existing and future rights relating to the proceeds thereof Acquired Shares and any and all existing and future dividends, cash, additional shares, or securities or other property at any time time, and from time to time time, receivable or otherwise distributable in respect of, in exchange for, or in substitution for distribution of, any such Acquired Shares of the Issuer, together with any proceeds received by Pledgor of any redemption thereof by the Issuer and all such pledged securities dispositions thereof by Pledgor (all such pledged securitiescollectively, the proceeds thereof“Pledged Collateral”). For purposes of this Pledge Agreement, cashthe term “securities” shall be deemed to include capital stock of corporations, dividendsmembership interests or units of membership in limited liability companies, additional partnership interests in general partnerships and any type of limited partnership, in each case whether certificated or uncertificated. All securities issued by the Issuer and other property owned by the Pledgor are hereinafter referred to as the “Pledged Securities.” Upon delivery to Great Western, or any of the Lenders as provided for in the Intercreditor Agreement, (A) any certificated securities now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to included in the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities Collateral shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender Great Western or its counsel may reasonably request and (B) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as Great Western or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates therefor, theretofore and then being pledged hereunder, which schedule schedules shall be attached hereto as Schedule A 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over pledges to Lender and delivers unto Lender, and hereby grants to Lender a first priority security interest inand lien in and to the following (collectively the “Pledged Collateral”): (a) the Membership Interests; (b) any other authorized, issued or outstanding units or other ownership interests of Borrower together with any other securities, warrants, rights and options issued to or for the benefit of the Pledgor received or receivable by or distributed or distributable to Pledgor from Borrower as a dividend or distribution on or in exchange or substitution for any or all of the Membership Interests (collectively, the collateral described in Schedule A hereto“Additional Membership Securities”); (c) all money and other property, together with the proceeds thereof and all cash, additional securities or other property at any time received or receivable by or distributed or distributable to Pledgor from Borrower as a dividend or distribution, except as a dividend for the purpose of paying taxes arising solely from Pledgor’s ownership of Borrower, or otherwise in respect of any or all of the Membership Interests or Additional Membership Securities; and (d) All “Proceeds” (as defined in the Illinois Uniform Commercial Code) of any of the foregoing, including, but not limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Pledgor from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect of the foregoing; (ii) any and all payments of any form whatsoever made or due and payable to the Pledged SecuritiesPledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing by any governmental authority, or any person acting under color of a governmental authority; TO HAVE AND TO HOLD and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Pledged Securitiesforegoing. Notwithstanding the foregoing, if any of the Membership Interests are returned to the members (the “Sellers”) of Pulse Sellers, LLC, a Utah limited liability company (“Pulse Sellers”) pursuant to Section 1.3(d) of that certain Securities Purchase Agreement dated as of June 18, 2010, by and among Pulse Sellers, Borrower and Pledgor, then Lender shall release its security interest in such Membership Interests, provided each such Seller executes and delivers to Lender a pledge agreement, substantially in the form of this Pledge Agreement, with such modifications as may be approved by Lender, which grants to Lender a first position security interest in such Membership Interests as collateral for the Liabilities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other agreements, documents, instruments or documents and certificates as Lender or its counsel may reasonably requestrequest to effectuate such pledge agreement, including all original membership certificates and membership powers executed in blank. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered4.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), The Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over transfers and delivers unto Lender(subject to Section 26 hereof) to Agent, and hereby grants to Lender Agent, a lien on, a security interest inin and control (as defined in the Code (as defined in Section 10 hereof)) of: (a) all investment property (as defined in the Code) now owned or hereafter acquired by Pledgor (other than its membership interests in Ace Funding, LLC, a Delaware limited liability company) including but not limited to the pledged stock described on Schedule I hereto (the "Initial Pledged Stock") issued by the Persons described on Schedule I (each, an "Issuer"), (b) all shares of stock, common or preferred, certificate or uncertificated securities (as defined in the Code), 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 foregoing (the property described in the foregoing clauses (a) and (b) is referred to herein as the "Stock") of each Issuer or any other judicial person (each, an "Additional Issuer") which Pledgor shall, from time to time, become entitled to receive or shall receive as set forth in Section 3 hereof (together with any Stock options or rights received pursuant to Section 3 hereof, the collateral described "Additional Pledged Stock"; the Additional Pledged Stock and the Initial Pledged Stock being sometimes hereinafter referred to as the "Pledged Stock"), (c) all other Collateral (as defined in Schedule A heretoSection 4 hereto as may be pledged to Agent, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable hereunder, and (d) all Proceeds (as defined in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds Intercreditor Agreement) thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed appropriate undated stock powers duly executed in blank and by such other instruments or documents blank, as Lender or its counsel may reasonably request. Each delivery of certificates collateral security for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredObligations.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations (as hereinafter defined)Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers delivers, and pursuant to the English charge over shares between Huntsman Container Company International and [ ], with respect to the shares of Huntsman Film Products U.K. Limited (the "English Pledged Stock"), pledges the English Pledged Stock, unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender 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 collateral described shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"); (b)(i) the debt securities listed opposite the name of the Pledgor on Schedule A II hereto, together with (ii) any debt securities in the proceeds thereof future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) subject to Section 5, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clauses (a) and (b) above; (d) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional 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 of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the "Collateral"). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Subsidiary Loan Party or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral (the "Pledged Securities"); provided, however, that the proceeds thereof described above ) shall be limited accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the after-tax proceeds received with respect to 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 such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities and Pledgor shall be entitled to receipt of accompanied by a schedule describing the amount of proceeds necessary to fund Pledgor's tax obligations with respect to securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any proceeds received with respect to the Pledged Securities; prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for To secure the payment and or performance in full of the Obligations Obligations, including, without limitation, the payment of all principal, interest and other amounts becoming due and payable, whether by acceleration or otherwise, under that certain Promissory Note, dated April 20, 1995, made by the Borrower to the order of CoBank (as hereinafter definedthe same may be amended, extended, renewed or replaced from time to time, the "First Note"), that certain Promissory Note, dated July 1, 1996, made by the Borrower to the order of CoBank (as the same may be amended, extended, renewed or replaced from time to time, the "Second Note"; the First Note and the Second Note, collectively, the "Notes"), that certain Promissory Note, dated as of April 20, 1995, made by MCTC to the order of the Borrower and assigned to CoBank (as the same may be amended, extended, renewed or replaced from time to time, the "First MCTC Note"), and that certain Promissory Note, dated July 1, 1996, made by MCTC to the order of the Borrower and assigned to CoBank (as the same may be amended, extended, renewed or replaced from time to time, the "Second MCTC Note"; the First MCTC Note and the Second MCTC Note, collectively, the "MCTC Notes") and the performance by the Pledgor under the CCC Limited Recourse Guaranty and the performance by the Pledgor under the CCC Limited Recourse Guaranty as amended by that certain First Amendment and Supplement to Continuing Guarantee, dated as of July 1,1996 (collectively, including the Obligations, the "Secured Obligations"), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderCoBank, and hereby grants to Lender CoBank a lien upon and a security interest in, the collateral described in Schedule A hereto, together with the proceeds thereof (a) all now owned or hereafter acquired capital stock of MCTC; and all (b) any cash, additional shares or securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for liquidation of, any and all such pledged securities stock, together with the proceeds thereof (all such pledged shares, capital stock, securities, the cash, property and other proceeds thereof, cashcollectively, dividendsthe "Pledged Collateral"). Upon delivery to CoBank, additional (i) any securities and other property now or hereafter pledged hereunder are hereinafter collectively called included in the Pledged Collateral (the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities ) shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender CoBank or its counsel may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates therefor, theretofore and then being pledged hereunder, which schedule schedules shall be attached hereto as Schedule A 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth."

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of Note B 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 Obligations Note A Holder; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (as hereinafter definedincluding the name and address of the applicable Pledgee), Pledgor hereby pledgesthe 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) 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, hypothecatesbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, assignsmodification, transferswaiver or termination of this Agreement or the Servicing Agreement, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a security interest in, receive any payments that the collateral described in Schedule A hereto, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the 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 respect oflieu of foreclosure as to such collateral), in exchange for, or in substitution for any accordance with applicable law and all this Agreement. In such pledged securities (all such pledged securitiesevent, the proceeds thereofServicer 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), cashand its successor and assigns that are Qualified Institutional Lenders, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called as the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited successor to the after-tax proceeds received with respect 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 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 this Section 17 shall remain effective as to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderNx, and hereby grants to Lender Nx a security interest in, (a) any and all shares of Nx capital stock that Pledgor now owns, in excess of 34,428 shares of Nx capital stock, or which Pledgor may receive as a result of exercise of the collateral Options (defined below), (b) any shares of Nx capital stock received by Pledgor pursuant to the Settlement Agreement among Nx, Pledgor, and certain other persons dated December 29, 2000 (the "Settlement Agreement"), (together with stock described in Schedule A heretothis Section 1, together with clause (a), the proceeds thereof "Shares"), (c) any and all cashrights to acquire Nx capital stock pursuant to options now held by the Pledgor or received by Pledgor pursuant to the Settlement Agreement, additional securities or to the fullest extent provided by law (the "Options"), and (d) subject to the terms of this Agreement, any and all other property at acquired upon transfer of any time of the property described in the preceding clauses (a), (b) and (c), but excluding an property acquired upon transfer or in respect of, including by dividend, pursuant to capital restructuring or pursuant to the Settlement Agreement, the 34,428 shares of Nx capital stock excluded from clause (a) above (all of the foregoing property described in this sentence being the "Collateral"), in order to secure all obligations of Pledgor under the Note. To the extent that Pledgor holds Options to acquire capital stock of Nx, then upon exercise of such options from time to time receivable Pledgor shall pay to Nx one-half of the proceeds of the sale of such stock to pay amounts due under the Note. Further, without limiting the provisions of other sections of this Agreement, from time to time, within 2 business days of a request of Pledgor, Nx will release certificates representing the Shares to the transfer agent for Nx' common stock to enable Pledgor to transfer such Shares, provided that any proceeds of such transfer, other than as provided in the previous sentence, shall be delivered to Nx to pay amounts due under the Note (or otherwise distributable if such proceeds are not cash, to be held as Collateral hereunder). Unless proceeds of any such transfer are used to pay the Note off in respect offull, no such transfer shall be made except in exchange forfor property having a fair market value at least equal to the Collateral to be transferred. In the event that certificates representing shares are not released and sent via overnight mail to Pledgor within 5 business days of Pledgor's request for such certificates (the "Determination Date"), or in substitution Nx will indemnify Pledgor for any and all diminution in value of such pledged securities (all such pledged securities, shares from the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited Determination Date to the after-tax proceeds received with respect to the Pledged Securities and date that Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by actually receives such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredcertificates.

Pledge. As collateral security The undersigned, Community National Bancorporation (hereinafter referred to as "Borrower"), for value received and in consideration of extensions of credit as may from time to time be made by Rivoli Bank & Trust, a state bank organized under the payment and performance in full laws of the Obligations State of Georgia (hereinafter referred to as hereinafter defined"Bank"), Pledgor or any successor (hereinafter referred to as "Bank's Affiliates" and Bank and Bank's Affiliates hereinafter collectively and/or individually, as the context shall require, referred to as "Lender") to Borrower, either directly or indirectly, or to any person or entity in which Borrower has a direct or indirect interest or by which Borrower will benefit and Five Dollars paid by Lender to Borrower, hereby pledges, hypothecates, assigns, transfers, sets over pledges and delivers unto Lender, and hereby grants conveys to Lender a continuing general primary lien upon and security interest inin and to the following property: (1) 155,000 shares of the $5.00 par value common stock of First National Bank, Tarpon Springs, Florida, and 330,000 shares of the collateral described in Schedule A hereto$5.00 par value common stock of Community National Bank, Ashburn, Georgia, together with the proceeds all replacements, substitutions, renewals or extensions thereof and all cash, additional securities securities, subscription rights, interest, dividends, options, warrants, instruments or other property or rights at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and or all such pledged securities of the foregoing (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called referred to as the "Pledged Securities"); provided, however(ii) all property of Borrower left with Lender, that whether now or hereafter deposited and any balance or deposit account of Borrower whether such accounts are general or special, or individual or multiple party, and all drafts, notes or other items deposited for collection or presented for payment by Borrower with Lender, and (iii) all proceeds of the proceeds thereof foregoing (hereinafter, the property described above shall be limited in (i) through and including (iii) above, collectively referred to as the "Collateral"). Notwithstanding anything to the after-tax proceeds received with respect contrary contained herein, in the event Borrower is unable to deliver possession of the Pledged Securities and Pledgor shall be entitled simultaneously herewith, Borrower agrees to receipt of deliver to Bank and/or to such Bank's Affiliates (as the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to case may be) the Pledged Securities; TO HAVE AND TO HOLD Securities immediately upon obtaining possession of the Pledged Securities, together with all rights, titles, interests, powers, privileges but in no event later than 21 days from this date. Borrower hereby authorizes and preferences pertaining directs Lender to remove or incidental thereto, unto Lender, its successors and assigns; subject, however, cause to the terms, covenants and conditions herein set forth. Upon delivery to Lender, be removed the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as from any safekeeping account of Borrower with Lender or its counsel may reasonably requestin the possession of any other person or entity, and transfer such Collateral to a restricted access pledge account maintained by Bank or such Bank' Affiliates (as the case maybe) for the account of Lender. Each delivery Possession of certificates for such the Pledged Securities by any Lender shall be accompanied by a schedule showing the number constitute possession on behalf of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredeach Lender.

Pledge. As collateral security for the payment and performance performance, as the ------- case may be, in full of the Obligations (as hereinafter defined)Obligations, each Pledgor hereby transfers, grants, hypothecates and pledges, hypothecatesunto the Collateral Agent, its successors and assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of the collateral described Pledgor's right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of the Borrower or any Subsidiary of Holdings obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged ------- Stock"); provided that the Pledged Stock shall not include (i) more than 65% of ----- the issued and outstanding shares of stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of the Pledgor on Schedule A II hereto, together with (ii) any debt securities in the proceeds thereof future held by or issued to the 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 the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional 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 (f) above being collectively referred to as the "Collateral"). Upon delivery to ---------- the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral (the "Pledged Securities"); provided, however, that the proceeds thereof described above ) shall be limited ------------------ accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the after-tax proceeds received with respect to Collateral Agent and by such other instruments and documents as the Pledged Securities Collateral Agent may reasonably request and Pledgor shall be entitled to receipt (b) all other property comprising part of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities Collateral shall be accompanied by proper instruments of assignment duly executed stock powers in blank by the applicable Pledgor and by such other instruments or documents as Lender or its counsel the Collateral Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing describing the number of shares and the numbers of the certificates theretofore and securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule A II and made a part hereof. Each schedule so delivered shall supersede supplement any prior schedule schedules so delivered.

Pledge. As collateral security for In order to induce Secured Party to extend the payment and performance in full of the Obligations (Obligations, as hereinafter defined)that term is defined below, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender Secured Party a security interest in, and pledges to Secured Party, the collateral securities described in Schedule A heretothe attached Exhibit A, together with which is hereby incorporated by reference as if fully set forth herein, and all income, interest, dividends, and distributions thereon, replacements and substitutions therefor, and the proceeds thereof (collectively, the “Pledged Securities”). The Pledged Securities are security for the payment to Secured Party of all of the following (the “Obligations”): all loans, advances, debts, liabilities, obligations, covenants and duties owing to Secured Party from any Pledgor of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, including but not limited to those arising under: (i) the Term Note executed by XXXXX XXXXXX, Personal Representative of the ESTATE OF XXXXX XXXXXXX, DECEASED, payable to Secured Party dated December 31, 2014 in the original principal amount of Two Million Six Hundred Thousand and 00/100 Dollars ($2,600,000.00), and all cashof the documents executed in connection therewith, and (ii) under any other agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, participation, purchase, negotiation, discount or otherwise), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising and whether or not contemplated by Pledgor or Secured Party on the date hereof; and, as to all of the foregoing, including any amendments, modifications, or superceding documents to each of the foregoing; and all charges, expenses, fees, including but not limited to reasonable attorneys’ fees, and any other sums chargeable to Pledgor under any of the Obligations. This Agreement is in addition to any previous assignments or pledges, and such previous assignments and pledges remain in full force and effect. To the extent that this Agreement is made by Pledgor to provide additional securities collateral for the obligations of Borrower, then Pledgor acknowledges and agrees that notice of acceptance of this Agreement, notice of extensions of credit to Borrower from time to time, notice of default, diligence, presentment, protest, demand for payment, notice of demand or other property protest, and any defense based upon a failure of Secured Party to comply with the notice requirements of the applicable version of Uniform Commercial Code Article XIII and IX, are hereby waived. Secured Party at any time and from time to time, without the consent of or notice to Pledgor, and without impairing or releasing, discharging or modifying the liabilities of Pledgor hereunder, may in its sole discretion (i) change the manner, place or terms of payment or performance of or interest rates on, or change or extend the time receivable of payment or otherwise distributable in respect performance of, in exchange foror other terms relating to any of the Obligations, (ii) renew, increase, substitute, modify, amend or alter, or in substitution grant consents or waivers relating to any of the Obligations, any other guarantees or other liabilities, or any collateral for any Obligations or guarantees or other liabilities, (iii) apply any and all such pledged securities payments from any source whatsoever including any proceeds of any collateral, to any Obligations of Borrower in any order, manner and amount, (all such pledged securitiesiv) deal or refrain from dealing with any person or entity, the proceeds thereofin its sole discretion, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received Obligations in such manner as Secured Party deems appropriate, in its sole discretion, and/or (v) accept, sell, substitute, exchange, compromise, release, surrender, offset, realize upon or otherwise deal with respect in any manner and in any order any of the Obligations, any guarantee or other liability for any of the Obligations, or any collateral for any of the Obligations or for any guarantee or other liability relating to any of the Obligations. Irrespective of the taking of or refraining from taking of any of the foregoing actions, the obligations of Pledgor will remain in full force and effect and will not be affected, impaired, discharged, or released in any manner. Secured Party in its sole discretion may determine the reasonableness of the period which may elapse prior to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securitiesmaking of demand for any payment upon Borrower and it need not pursue any of its remedies against Borrower, together with all rightsany other Pledgor or other person, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredcollateral before having recourse against any Pledgor under this Agreement.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined)Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over collaterally assigns and delivers unto LenderBank, and hereby grants to Lender Bank a security interest inlien on, upon, and in all of the collateral described following: (a) the securities, investment properties and general intangibles listed on Exhibit A attached hereto (and as supplemented from time to time in Schedule A heretoconnection with a Permitted Acquisition (as defined in the Loan Agreement)), together with the proceeds thereof and all any earnings thereon, and (b) any cash, additional securities options, instruments, shares or securities, dividends, distributions, rights or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for of, any and all such pledged securities described in clause (a), together with the proceeds thereof (all such pledged securities, of the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are foregoing being hereinafter collectively called the "“Pledged Collateral”). Upon the execution hereof, (i) any securities, investment properties and general intangibles now or hereafter included in the Pledged Collateral (hereinafter called the “Pledged Securities"); provided, however, that the proceeds thereof described above ”) shall be limited accompanied by duly executed transfer powers, as applicable, in blank and by such other instruments or documents as Bank or its counsel may reasonably request, and (ii) all other property comprising part of the Pledged Collateral (so long as an LLC [defined in Exhibit A] has not opted in to Article 8 of the after-tax proceeds received with respect Uniform Commercial Code in effect from time to time in the state of Delaware, such property of such LLC shall exclude certificates evidencing the Pledged Collateral) shall be delivered to Bank and accompanied by proper instruments of assignment duly executed by Pledgor and by such other instruments or documents as Bank or its counsel may reasonably request. At any time after an Event of Default, Bank, at its option, may have any and all Pledged Securities registered in its name or that of its nominee, and Pledgor hereby covenants that, upon Bank’s request, Pledgor will cause the issuer of the Pledged Securities and Pledgor to effect such registration. Each schedule so delivered shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to supersede any proceeds received with respect to the Pledged Securities; prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rights, titles, interests, powers, privileges and preferences references pertaining or incidental thereto, unto LenderBank, its successors and assigns; , forever, subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined)Note, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over collaterally assigns and delivers unto LenderXxxxxxx, and hereby grants to Lender Xxxxxxx a security interest inlien on, upon, and in all of the collateral described in Schedule following: (a) the securities, investment properties and general intangibles listed on Exhibit A attached hereto, together with the proceeds thereof and all any earnings thereon, and (b) any cash, additional securities options, instruments, shares or securities, dividends, distributions, rights or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for of, any and all such pledged securities described in clause (a), together with the proceeds thereof (all such pledged securities, of the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are foregoing being hereinafter collectively called the "“Pledged Collateral”). Upon the execution hereof, (i) any securities, investment properties and general intangibles now or hereafter included in the Pledged Collateral (hereinafter called the “Pledged Securities"); provided, however, that the proceeds thereof described above ”) shall be limited accompanied by duly executed transfer powers, as applicable, in blank and by such other instruments or documents as Xxxxxxx or its counsel may reasonably request, and (ii) all other property comprising part of the Pledged Collateral shall be delivered to Xxxxxxx and accompanied by proper instruments of assignment duly executed by Pledgor and by such other instruments or documents as Xxxxxxx or his counsel may reasonably request. At any time after an Event of Default, Xxxxxxx, at his option, may have any and all Pledged Securities registered in his name or that of his nominee, and Pledgor hereby covenants that, upon Xxxxxxx’x request, Pledgor will cause the after-tax proceeds received with respect to issuer of the Pledged Securities and Pledgor to effect such registration. Each schedule so delivered shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to supersede any proceeds received with respect to the Pledged Securities; prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rights, titles, interests, powers, privileges and preferences references pertaining or incidental thereto, unto LenderXxxxxxx, its his successors and assigns; , forever, subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor hereby pledges, assigns, hypothecates, assigns, transfersdelivers, sets over and delivers unto Lender, and hereby grants to Lender Pledgee a lien on and first priority security interest inin and to all right, title and interest of Pledgor in the collateral described Pledged Interest, any certificates, instruments or documents representing the same, all options and other rights, contractual or otherwise, in Schedule A heretorespect thereof (including, together with the proceeds thereof without limitation, any registration rights) and all cashdividends, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect ofdistributions, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereofliquidation proceeds, cash, dividends, additional securities instruments and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received which Pledgor is entitled with respect to the Pledged Securities Interest, whether or not received by or otherwise distributed to Pledgor, whether such dividends, distributions, liquidation proceeds, cash, instruments and Pledgor shall be entitled to receipt other property are paid or distributed by the issuer of any Pledged Interest (each, an “Issuer”) in respect of operating profits, sales, exchanges, refinancing, condemnations or insured losses of the amount assets of proceeds necessary to fund such Issuer, the liquidation of such Issuer’s assets and affairs, management fees, guaranteed payments, repayment of loans, reimbursement of expenses or otherwise (collectively, the “Distributions”) in respect of or in exchange for any or all of the Pledged Interest, and Pledgor's tax obligations with respect rights, remedies and benefits under the organizational documents of any Issuer, all rights and powers of Pledgor arising under the organizational documents of any Issuer or under law, including, without limitation, all rights of Pledgor to vote on any proceeds received with respect matter specified therein or under law; all rights of Pledgor to cause an assignee to be substituted as a member or partner, as the Pledged Securitiescase may be, in any Issuer in the place and stead of Pledgor; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interestsremedies, powers, privileges privileges, security interests, liens, and preferences pertaining claims of Pledgor for damages arising out of or incidental theretofor breach of or default under the organizational documents of any Issuer; all present and future claims, unto Lenderif any, its successors of Pledgor against any Issuer under or arising out of the organizational documents of such Issuer for monies loaned or advanced, for services rendered or otherwise; all rights of Pledgor to access to the books and assignsrecords of any Issuer and to other information concerning or affecting such Issuer; subject, howeverall rights of Pledgor to terminate the organizational documents of any Issuer, to perform thereunder, to compel performance and otherwise to exercise all remedies thereunder; and all rights of Pledgor to acquire the termsrights or interests of any other shareholder, covenants member or partner in any Issuer and conditions herein set forthall increases and profits of any of the foregoing and all proceeds thereof. Upon delivery The security interests, rights, remedies and benefits of Pledgee granted by this Section 1(a) and all proceeds thereof are hereinafter collectively referred to Lenderas the “Pledged Collateral.” The Pledgor hereby pledges, assigns and grants a security interest in the Pledged Securities Collateral and delivers the same to the Escrow Agent hereunder for and on behalf of Pledgee. As of the date hereof, all of the stock certificates and other document representing the Pledged Collateral shall be accompanied by executed stock powers duly endorsed in blank by the appropriate party or parties and delivered to the Escrow Agent to be held by such other instruments or documents Xxxxxxx X. Xxxxxxx, Esq., of Shaiman, Drucker, Beckman, Xxxxx & Xxxxxxx, LLP in pledge, according to the terms and provisions of this Agreement as Lender or its counsel may reasonably request. Each delivery of certificates collateral security for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers prompt payment of the certificates theretofore and then pledged hereunderObligations. Pledgor agrees to execute the Stock Power, which schedule shall be in the form attached hereto as Schedule A Exhibit A, and made such financing statements, agreements and other instruments and to perform such acts to create a part hereofvalid, perfected, first position security interest in the Pledged Collateral. Each schedule so delivered All reasonable costs of filing and recording of the financing statements shall supersede any prior schedule so deliveredbe paid by Pledgor.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Each Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over delivers and delivers unto Lender, and hereby grants to Lender Pledgee, a security interest inin the following assets, properties and items ((i) whether now existing or hereafter existing, and (ii) whether consisting of investment property, accounts, payment intangibles or other general intangibles, or proceeds of any Pledged Collateral as hereafter defined (collectively the “Pledged Collateral”)): (i) all of such Pledgor’s equity interests in each Domestic Issuer and 65% of such Pledgor’s voting equity interests and 100% of such Pledgor’s non-voting equity interests in each Foreign Issuer or 100% of the equity in such Foreign Issuer if a guarantee of the Obligations by such issuer would not have an adverse U.S. Federal income tax consequence to such Pledgor, now owned or hereafter acquired by such Pledgor, including, without limitation, such Pledgor’s (A) interests in the profits and losses of each such issuer, (B) rights and interests to receive distributions of each such issuer’s assets and properties and (C) rights and interests, if any, to participate in the management of each such issuer related to such equity interests (collectively, the collateral described in Schedule A hereto“Pledged Interests”), together with (ii) all rights, privileges, authority and powers of such Pledgor as an owner or holder of the proceeds thereof and limited liability company or membership interests or units of such issuers/Pledgors as owners of such issuers, (iii) all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange forhereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Interests, (iv) any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property of such Pledgor in connection with the Pledged Interests, as described in Section 4 below, now or hereafter pledged hereunder are hereinafter collectively called delivered to, or in the "Pledged Securities"); providedpossession or custody of Pledgor, however, that the and (v) all proceeds thereof described above shall be limited to the after-tax proceeds received with respect to of the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.collateral security for:

Pledge. As collateral security for the full and timely payment of the aggregate principal amount plus any accrued interest under the Loan (the “Debt”) in accordance with the terms of the Note (the Note, the Loan Agreement, this Stock Pledge Agreement, and any other documents evidencing or securing the Loan are collectively referred to as the “Financing Documents”) and the full and timely payment and performance in full of the Obligations (as hereinafter defined)obligations of the Borrower under the Financing Documents, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and the Borrower hereby grants to Lender a perfected first priority security interest inin and pledges to the Lender all of Borrower’s right, title and interest in and to 850,000 shares, which represents 100% of the collateral described in Schedule A heretoissued and outstanding common stock of Southern First Bank, a South Carolina state-chartered bank and wholly owned subsidiary of the Borrower, together with the all additions, substitutions, replacements and proceeds thereof and all cashincome, additional securities interest, dividends and other distributions thereon (the “Pledged Shares”). Upon execution and delivery of this Agreement, the Borrower shall deliver to the Lender certificates or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to documents evidencing the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged SecuritiesShares, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank with respect to the Pledged Shares in favor of the Lender, the rights of the Lender under which shall be exercisable only upon the occurrence of an Event of Default (as hereinafter defined), and by such other instruments or documents as the Lender or its counsel may reasonably request. Each delivery The Borrower represents that it is the legal and equitable owner of, and has the complete and unconditional authority to pledge, the Pledged Shares, and holds the same free and clear of certificates for such all liens, charges, encumbrances and security interests except those in favor of Lender granted hereunder, and will defend its title thereto against the claims of all persons whomsoever. All of the Pledged Securities Shares are duly authorized, validly issued, fully paid and nonassessable. The Borrower agrees to pay, or cause to be paid, prior to delinquency all taxes, charges, liens and assessments against the Pledged Shares, and upon the failure of the Borrower to do so, the Lender at its option may pay any of them and shall be accompanied by a schedule showing the number sole judge of shares the legality or validity thereof and the numbers amount necessary to discharge the same. All advances, charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by the Lender in exercising any right, power or remedy conferred by this Agreement, or in the enforcement thereof, shall become a part of the certificates theretofore indebtedness secured hereunder and then pledged hereunder, which schedule shall be attached hereto paid to the Lender by the Borrower immediately upon demand therefor, with interest thereon until paid in full at the rate as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredset forth in the Note.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Obligations (as hereinafter defined)Secured Obligations, each Pledgor hereby pledgesassigns and pledges to the Agent, hypothecates, its successors and permitted assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the 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 (a) the collateral described Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock on the date hereof shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Securities or Excluded Property; (b)(i) the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule A heretoIII), together with (ii) any debt securities in the proceeds thereof future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Securities or Excluded Property; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother proceeds received in respect of, the proceeds thereofsecurities referred to in clauses (a) and (b) above; (d) Subject to Section 3.06, cash, dividends, additional all rights and privileges of such Pledgor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter 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 (d) above being collectively called referred to as the "“Pledged Securities"Collateral”); provided, however, provided that the proceeds thereof described above shall be limited notwithstanding anything to the aftercontrary in this Section 3.01, the Pledged Collateral shall not include any Excluded Securities or Excluded Property. Notwithstanding anything else to the contrary, in the event that Rule 3-tax proceeds received 10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), 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 any Issuer or any Subsidiary of an Issuer due to the fact that such Person’s Equity Interests secure any Series of Secured Obligations affected thereby then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing such Series of Secured Obligations affected thereby, 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. 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 in favor of the Agent with respect only to the Pledged Securities and Pledgor shall be entitled relevant Series of Secured Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to receipt 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 Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of proceeds necessary separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to fund Pledgor's tax obligations with respect to be a part of the Collateral for the relevant Series of Secured Obligations. To the extent any proceeds received of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Series of Secured Obligations are to be applied by the Agent in accordance with respect Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the Second Lien Intercreditor Agreement, not be applied to the Pledged Securities; payment of such Series of Secured Obligations. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As (a) Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of Lender, 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 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 any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which 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 in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined), Obligations. All of the Pledged Interests now owned by Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule which are presently represented by certificates are listed on Exhibit A hereto, together 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 proceeds thereof and all cashcreation or acquisition of any new Pledged Interests, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and 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 entitled deemed to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges be listed on Exhibit A hereto. Pledgee shall maintain possession and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations (as hereinafter defined)Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Euro Collateral Agent, its successors and hereby assigns, andhereby grants to Lender the Euro 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) 35% of all the collateral described shares of Capital Stock of all “first-tier” Non-U.S. Subsidiaries (including, without limitation, those listed on Schedule II hereto) and 35% of any shares of Capital Stock of any “first-tier” Non-U.S. Subsidiaries obtained or formed in Schedule A heretothe future by such Pledgor and the certificates representing all such shares or interests (collectively, together with the proceeds thereof “Pledged Stock”); provided that the Pledged Stock shall not include, to the 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 Euro Collateral Agent pursuant to the terms hereof; (c) subject to Section 5, all payments of dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (d) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional 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 and all of the foregoing (all the foregoing, collectively, the “Collateral”). Upon delivery to the Euro Collateral Agent, (a) any stock certificates or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the "Collateral (the “Pledged Securities"); provided, however, that the proceeds thereof described above ”) shall be limited accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the after-tax proceeds received with respect to Euro Collateral Agent and by such other instruments and documents as the Euro 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 such other instruments or documents as the Euro Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities and Pledgor shall be entitled accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to Schedule II and made a part hereof. Each schedule so delivered shall supplement any proceeds received with respect to the Pledged Securities; prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Euro Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions herein hereinafter set forth. Upon delivery Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to Lenderthe 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 negative 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 be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the Pledged Securities shall amount of Restricted Secured Indebtedness that may be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredsecured hereby.

Pledge. As collateral security for the payment and performance in full of all the Obligations (as hereinafter defined)------- Obligations, each Pledgor does hereby pledgespledge, hypothecatestransfer, assignsgrant, transfersbargain, sets sell, convey, hypothecate, set over and delivers unto Lender, deliver and hereby grants to Lender create a security interest in (collectively, "Pledge") unto the Collateral Agent, its successors and assigns, ------ for the benefit of the Secured Parties, all such Pledgor's right, title and interest in, to and under (i) all the collateral described in Schedule A hereto, together with outstanding Equity Interests owned by it on the proceeds thereof and all cash, additional securities date hereof or other property at any time hereafter in Subsidiaries or other Persons (but limited to 65% of the outstanding voting Equity Interests and 100% of the outstanding non-voting Equity Interests in each such Subsidiary that is a Foreign Subsidiary), including the Equity Interests listed on Schedule II hereto, (ii) (A) all Indebtedness of Holdings, the Borrower, any other Subsidiary or any other Person now owned or hereafter acquired by it, including the Indebtedness listed on Schedule II hereto, and (B) the promissory notes and other instruments evidencing such Indebtedness, (iii) all payments, whether of dividends or other distributions, principal or interest or otherwise, and whether of cash or other assets, from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the Equity Interests or Indebtedness pledged pursuant to clauses (i) and (ii) above; (iv) subject to Section 5, or in substitution for any all rights and all privileges of such pledged securities (all such pledged securitiesPledgor with respect to the Equity Interests, the proceeds thereof, cash, dividends, additional securities Indebtedness and other property now or hereafter pledged hereunder are hereinafter pursuant to clauses (i), (ii) and (iii) above; and (v) all proceeds of any of the foregoing (the collateral referred to in the preceding clauses (i) through (v) being collectively called the "Pledged SecuritiesCollateral"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; . ---------- TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions herein hereinafter set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Buyers, a first lien on and first priority perfected security interest in (i) all of the capital stock or other equity interests of Xxxxxxx Corp., Xxxxxxx LLC and Gulf LP now owned or hereafter acquired by Pledgor (collectively, the “Pledged 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, 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) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined), Liabili­ties. All of the Pledged Shares now owned by Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule which are presently represented by certificates are listed on Exhibit A hereto, together which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the proceeds thereof and all cashcreation or acquisition of any new Pledged Shares, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and 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 entitled deemed to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges be listed on Exhibit A hereto. Pledgee shall maintain actual physical possession and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral Upon and pursuant to the terms, conditions and provisions of this Agreement, the Grantor hereby grants and delivers to the Secured Party a continuing pledge, first lien on and security for interest in and to (hereinafter referred to as the payment and performance in full "Security interest"), all of the Obligations rights, title and interests of the Grantor in and to all of the following securities instruments and property (said securities instruments and property hereinafter being collectively referred to as hereinafter definedthe "Collateral"): sixty-five percent (65%), Pledgor hereby pledgeson a fully diluted basis, hypothecatesof all the shares of the authorized, assignsissued and outstanding capital stock (hereinafter collectively referred to as the "Wayside Canada Shares") of Wayside Technology (Canada), transfersInc. (hereinafter referred to as "Wayside Canada"); sixty-five percent (65%), sets over on a fully diluted basis, of all the shares of the authorized, issued and delivers unto Lenderoutstanding capital stock (hereinafter collectively referred to as the "Wayside Europe Shares" and hereinafter the Wayside Canada Shares and the Wayside Europe Shares shall be collectively referred to as the "Shares") of Wayside Technology Group Europe BV (hereinafter referred to as "Wayside Europe" and hereinafter Wayside Canada and Wayside Europe shall be collectively referred to as the "Companies"); All certificates, and hereby grants to Lender a security interest inoptions, the collateral described in Schedule A heretorights, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable distributions issued as an addition to, in substitution or otherwise distributable in respect of, in exchange for, or on account of, the Shares described in substitution for subparagraphs (i) and (ii) of this Paragraph I (including, without limitation, any and all such stock options to purchase shares) so that the Secured Party maintains at all times under this Agreement, a pledge of and security interest in and to sixty-five percent (65%), on a fully diluted basis, of all shares of the authorized issued and outstanding capital stock of each of the Companies; Any stock or other securities acquired by the Grantor or the Grantor's designee with respect to, incident to or in lieu of the Shares described in this Paragraph 1 or with respect to, [SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT] incident to or in lieu of the 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 or (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 Companies; Any subscription or other rights or options issued in connection with the Shares described in this Paragraph I, and, if exercised by the Grantor, all new shares or other securities so acquired by the Grantor, which shall immediately be assigned and delivered to the Secured Party and held under the terms of this Agreement in the same manner as the Shares originally pledged securities hereunder; and Any and all proceeds, monies, income and benefits arising from or by virtue of, and all dividends and distributions (cash or otherwise) payable and/or distributable with respect to, all such pledged securities, or any of the proceeds thereof, cash, dividends, additional Shares or other securities and other property now or hereafter pledged rights and interests described in this Paragraph I. Obligations Secured. This Agreement and the Security Interest granted hereunder are hereinafter collectively called secure the "Pledged Securities"); providedpayment and performance by the Grantor, howeverwhen due, that of all of the proceeds thereof described above shall be limited liabilities and obligations of the Grantor to the after-tax proceeds received Secured Party (i) in connection with respect to the Pledged Securities Loan Facility and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges (ii) under and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, pursuant to the terms, covenants conditions and conditions herein set forthprovisions of the Loan Agreement and all of the other Loan Documents (hereinafter collectively referred to as the "Obligations"): Delivery of Collateral. Upon All certificates, securities or instruments representing or evidencing the Collateral shall be delivered to and held by the Secured Party pursuant to the terms of this Agreement and said delivered Collateral shall be in suitable form for transfer by delivery to Lender, the Pledged Securities or shall be accompanied by duly executed stock powers instruments of transfer or assignment in blank blank, all in form and substance satisfactory to the Secured Party. The Secured Party shall have the right, at any time after the occurrence of an Event of Default, in its sole discretion and without notice to the Grantor, to transfer to or to register in the name of the Secured Party or any of the Secured Party's nominees, all or any part of the Collateral, subject only to the revocable rights specified in Paragraph 7 hereof and the terms, conditions and provisions of Paragraph 9 and Paragraph I 0 hereof. In addition, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing the Collateral for certificates or instruments of smaller or larger denominations. Representations and Warranties. The Grantor hereby represents and warrants to the Secured Party that: (i) the Shares represent, in the aggregate, sixty-five percent (65%) of the authorized, issued and outstanding shares of each Company's voting capital stock, on a fully-diluted basis; (ii) the Grantor is the legal, record and/or beneficial owner of the Collateral; (iii) the Collateral is duly authorized and issued, fully paid, and nonassessable, and all documentary, stamp, or other taxes or fees owing in connection with the issuance, transfer and/or pledge thereof hereunder have been paid and will be hereafter paid by the Grantor as same becomes due and payable; (iv) no dispute, counterclaim or defense exists with respect to all or any part of the Collateral; (v) all of the Collateral is owned or controlled by the Grantor free of any pledge, mortgage, hypothecation, lien, charge, encumbrance or security interest in the Collateral and all of the Collateral will remain so at all times during the continuation of the Security Interest; (vi) there are no restrictions upon the transfer, hypothecation or pledge of any of the Collateral, other than such restrictions which may be imposed by applicable law; (vii) the Grantor has the full power, capacity and legal right to grant a security interest in the Collateral free of any encumbrances and without obtaining the consent of any other instruments or documents as Lender or its counsel may reasonably request. Each Person; (viii) the execution and delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares this Agreement, and the numbers performance of its terms, will not violate or constitute a default under the terms of any agreement, indenture or other instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede United States of America or any prior schedule so delivered.state or political subdivision [SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT]

Pledge. As collateral security for the due and punctual payment of all amounts due and performance in full of payable pursuant to the Obligations (as hereinafter defined)Note, together with accrued interest thereon, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender the Pledgee, its successors and assigns a security interest inin and lien upon all of the Pledgor's right, title and interest in and to the Pledged Shares and any account in which such Pledged Shares are held. Unless otherwise agreed to by the parties hereto, the collateral described in Schedule A heretoPledgor shall deliver to the Pledgee a stock certificate evidencing all of the Pledged Shares, together with attached stock powers duly endorsed in blank. Said certificates and the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above Shares shall be limited to held and disposed of by the after-tax proceeds received Pledgee in accordance with the terms and conditions of this Agreement. The Pledgee is hereby authorized with respect to the Pledged Securities Shares, whether or not there has been any default in the payment or the performance of any obligation secured by the Pledged Shares, to indorse the Pledged Shares in the name of the Pledgor and Pledgor cause any part or all of the Pledged Shares to be transferred of record into the Pledgee's name or the name of its nominee. During the term of the pledge made hereunder, any proceeds or additional shares of stock, rights, warrants, securities or other property issued or distributed upon or in respect of any of the Pledged Shares, including any and all such property issued or distributed as the result of any stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, exchanges or substitutions or other distribution, whether in liquidation or otherwise, shall be entitled immediately pledged, delivered, paid and set over by the Pledgor to receipt the Pledgee hereunder as additional collateral and shall constitute Pledged Shares for purposes of the amount of proceeds necessary to fund this Agreement. Pledgor's tax obligations with respect delivery of such additional shares of stock, rights, warrants, securities and other property shall be deemed to any proceeds received with respect constitute the delivery and pledge thereof to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, Pledgee pursuant to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredthis Agreement.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor hereby pledges, assigns, hypothecates, assigns, ------ transfers, sets over delivers and delivers unto Lendergrants to Pledgee, for the benefit of Lenders, a lien on and security interest in (a) all of the capital stock of Borrower now or hereafter owned by Pledgor (the "Pledged Shares"), (b) all other property hereafter delivered to Pledgor in substitution for or in addition to the Pledged Shares, (c) any other property of Pledgor, as described in Section 4 below, now or hereafter delivered to, or in the possession or custody of, Pledgee in connection with the Credit Agreement, and hereby grants (d) any and all proceeds thereof, except with respect to Lender a dividends and distributions made pursuant to and in accordance with Section 3.5 of the Credit Agreement and payments for other services permitted between Borrower and Pledgor under the Credit Agreement (all such property being hereinafter referred to collectively as the "Collateral"), as collateral security interest infor (i) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the collateral described Obligations of Borrower, and (ii) the due and punctual payment and performance by Pledgor of its obligations and liabilities under, arising out of, or in Schedule 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"). All of the issued and outstanding capital stock of Borrower owned by Pledgor as of the date hereof is represented by stock certificates listed on Exhibit A hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securitieswhich stock certificates, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously herewith. Pledgee shall maintain possession and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares in accordance with Section 5 below and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredreturn the Pledged Shares in accordance with said section.

Pledge. As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor a) The Obligor hereby pledges, assigns, hypothecates, assigns, transfersdelivers, sets over and delivers unto Lendergrants to the Security Agent for the ratable benefit of the Secured Parties, as security for the timely and punctual (i) payment when due of any and all sums owing by the Obligor under the Note Agreement and the other Basic Documents, (ii) performance when due by the Obligor of all its obligations under the Note Agreement and the other Basic Documents, and hereby grants to Lender (iii) payment and performance when due of any and all sums and all obligations of the Obligor hereunder (collectively, the "Obligations"), a first lien on and prior perfected security interest in all of the Obligor's right, title and interest in, to and under the collateral described following, whether now owned or hereafter acquired (collectively, the "Pledged Interest"): all income, cash flow, revenues, issues, profits, losses, distributions, payments, proceeds and other property of every kind and variety due, accruing or owing to, or to be turned over to, or disbursed to the Obligor by the Partnership in Schedule A hereto, together connection with the proceeds thereof Obligor's partnership interests in the Partnership, including without limitation (i) all rights of the Obligor to distributions made by the Partnership pursuant to Section 6 of the Partnership Agreement and other distributions and payments made on or after the date hereof as provided in the Partnership Agreement, as such Partnership Agreement may be amended, supplemented, or modified from time to time, and (ii) any and all cash, additional investments and securities or other property at any time and from time to time receivable on deposit (including all income or otherwise distributable gain earned thereon) in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited Security Account" created pursuant to the after-tax Collateral Agency Agreement, and in any other account into which proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredforegoing are deposited.

Pledge. As (a) Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and Buyers, a first lien on and first priority perfected security interest in (i) all of the Capital Stock, membership interests or other equity interests of the Pledged Entities now owned or hereafter acquired by such Pledgor (collectively, the "PLEDGED SHARES", which include, without limitation, the owned shares described on Exhibit A attached hereto), (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 a Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of a Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the "PLEDGED COLLATERAL"), as collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined), Obligations. All of the Pledged Shares now owned by a Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule which are presently represented by stock certificates or membership interests certificates are listed on Exhibit A hereto, together which stock certificates or membership interest certificates, with undated stock powers duly executed in blank by the proceeds thereof applicable Pledgor and all cashirrevocable proxies, additional securities are being delivered to Pledgee simultaneously herewith. Upon the creation or other property at acquisition of any time and from time to time receivable or otherwise distributable new Pledged Shares, Pledgor shall execute an Addendum in respect of, in exchange for, or in substitution for any and all such pledged securities the form of Exhibit C attached hereto (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the a "Pledged SecuritiesPLEDGE ADDENDUM"); provided, however, that the proceeds thereof . Any Pledged Collateral described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and in a Pledge Addendum executed by Pledgor shall thereafter be entitled deemed to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges be listed on Exhibit A hereto. Pledgee shall maintain possession and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As (a) Subject to the security interests reflected on Exhibit B, the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Collateral Agent, for the benefit of itself and the other Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity 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 Collateral Agent 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 in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as hereinafter defined)Obligations. All of the Pledged Interests now owned by the Pledgor, Pledgor hereby pledgeswhich are presently represented by certificates, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the collateral described in Schedule are listed on Exhibit A hereto, together which certificates, with undated assignments separate from the proceeds thereof certificates or stock/membership interest powers duly executed in blank by such Pledgor and all cash, additional securities to the extent such certificates are available and not covered by an existing lien or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange forpledge, or in substitution for any and all such pledged securities (all such pledged securitiesirrevocable proxies, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited being delivered to the after-tax proceeds received with respect to Collateral Agent simultaneously herewith. Upon the creation or acquisition of any new Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverInterests, to the terms, covenants extent such certificates are available and conditions herein set forth. Upon delivery to Lendernot covered by an existing lien or pledge, the Pledgor shall execute an Addendum in the form of Exhibit C attached hereto (a “Pledge Addendum”). Any Pledged Securities Collateral described in a Pledge Addendum executed by the Pledgor shall thereafter be accompanied by executed stock powers in blank deemed to be listed on Exhibit A hereto. The Collateral Agent shall maintain possession and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral Each Pledgor hereby pledges to Agent, and grants to Agent for itself and the benefit of Lenders, a first priority security for the payment and performance interest in full all of the Obligations following (as hereinafter defined)collectively, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over the "Pledged Collateral"): the Pledged Shares and delivers unto Lenderthe certificates representing the Pledged Shares, and hereby grants to Lender a security interest inall dividends, the collateral described in Schedule A heretodistributions, together with the proceeds thereof and all cash, additional securities or instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any or all of the Pledged Shares; and such portion, as determined by Agent as provided in Section 6(d) below, of any additional shares of capital stock and/or other equity securities and ownership interests, as applicable, of a Pledged Entity from time to time acquired by such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, if any, and all such pledged securities (all such pledged securitiesdividends, the proceeds thereofdistributions, cash, dividends, additional securities instruments and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities")proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional stock; provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to and the Pledged Securities Indebtedness and Pledgor shall be entitled the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to receipt time received, receivable or otherwise distributed in respect of the amount of proceeds necessary Pledged Indebtedness; and all additional Debt arising after the date hereof and owing to fund Pledgor's tax obligations with respect to Pledgor by any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged SecuritiesEntity and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all rightsinterest, titlescash, interestsinstruments and other property and assets from time to time received, powers, privileges and preferences pertaining receivable or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the otherwise distributed in respect of that Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredIndebtedness.