Common use of Covenants of Pledgor Clause in Contracts

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgor: (a) will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset or

Covenants of Pledgor. Until Each Pledgor hereby jointly and severally covenants as follows that from and after the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgordate hereof: (a) will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without Without the prior written consent of Secured Party;, no Pledgor shall, either directly or indirectly, mortgage, sell, dispose of (whether directly or indirectly), hypothecate, pledge, create a security interest or lien upon, encumber, give or place in trust, any of the Merchant Accounts owned by Pledgor, or any other Collateral owned by such Pledgor, until the date on which all of the Secured Obligations have been fully and indefeasibly paid in full and otherwise performed. (b) will notify Each Pledgor shall defend, at Pledgors’ cost, Secured Party promptly Party’s security interest in writing of and to the Merchant Accounts or any change in Pledgor’s addressother Collateral as applicable, specified on the attached Disclosure Schedule;against all Persons and against all claims and demands whatsoever. (c) Each Pledgor shall promptly notify Secured Party, in connection herewithwriting, will of the imposition at any time of any claim, option, lien or encumbrance upon or against all or any portion of the Merchant Accounts and/or any other Collateral. (d) Each Pledgor shall, on Secured Party’s demand, furnish further reasonable assurance of its title with respect to the Merchant Accounts, or any other Collateral, execute any written agreement or do any other act reasonably necessary to effectuate the purposes and provisions of this Pledge Agreement and execute any instrument or statement required by law or otherwise in order to perfect, continue or terminate the security interest of Secured Party in the Merchant Accounts and the other Collateral. (e) Each Pledgor shall promptly provide Secured Party with true and complete copies of any amendment or supplement to, or waiver under, its organizational documents. (f) Each Pledgor shall promptly (i) notify Secured Party of any notice from any Merchant Bank regarding any change to the Collateral and/or Merchant Accounts, and (ii) provide Secured Party with true and complete copies of any correspondence from any Merchant Bank related thereto. 4.2. In no event shall any Pledgor do or permit to be done, or omit to do or permit the omission of, any act or thing, the doing or omission of which, would impair (i) the validity, enforceability, perfection or priority of the security interests granted herein, or (ii) the value of the Collateral, or (iii) the ability of Secured Party to realize upon its remedies provided in this Pledge Agreement or under the Code. 4.3. Upon the occurrence and during the continuance of an Event of Default under the Note, all Proceeds of the Collateral received by Pledgor shall be promptly delivered to Secured Party, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Secured Party, and pending such delivery, such Proceeds shall be held in trust for Secured Party; and such Proceeds shall be applied to the Secured Obligations secured hereby pursuant to the terms of the Note. 4.4. Each Pledgor authorizes Secured Party, at the expense of Pledgors, to execute and deliver to file any financing statement or statements deemed necessary by Secured Party such to perfect its security interest in the Collateral. Each Pledgor will sign, if required, and deliver any financing statements, assignments statements and other documents and do perform such other things reasonably acts as Secured Party deems necessary that relate or desirable from time to time to establish and maintain in favor of Secured Party valid and perfected first priority security interest in the Pledged Collateral Collateral, free of all other liens, encumbrances, security interests and claims. Each Pledgor shall also furnish to Secured Party all certificates or other instruments and papers evidencing or constituting any of the Security Interest Collateral, together with appropriate endorsements and assignments and any information relating thereto, and shall take such actions as Secured Party may requestdeem reasonably necessary or desirable from time to time to establish valid security interests in and to further protect and perfect its interest in the Collateral. 4.5. Each Pledgor upon demand shall pay to Secured Party the amount of any and all expenses, including the reasonable fees and pay all costs disbursements of title searches counsel and filing financing statements, assignments of any experts and other documents in all public offices requested by Secured Party;’s, which Secured Party may incur in connection with: (i) the custody (for which such expenses shall be reasonable), preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; (ii) the exercise or enforcement of any of the rights of Secured Party hereunder; or (iii) the failure by any Pledgor to perform or observe any of the provisions hereof after the expiration of any applicable notice and/or cure periods. 4.6. Within ten (d10) will pay all taxesdays of execution of this Pledge Agreement, assessments Pledgor shall use its best efforts to cooperate with Secured Party to obtain and other charges execute, along with each Merchant Bank, such Merchant Bank’s form of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) pledge agreement with respect to any Pledged the Collateral that is a “Financial Asset” or “Security Entitlement” (as and/or Merchant Accounts held by such terms are defined in Article 8 Merchant Bank. 4.7. None of the UCC)Collateral and/or Merchant Accounts shall be subject to setoff, equity securitydeduction or counterclaim, stock (common and shall be free and clear of and without any deduction or preferred)withholding for or on account of any taxes, a security convertible into stocklevies, a stock warrantduties, a right to subscribe forcharges, fees, restrictions or an option to purchase conditions of any stock nature now or hereafter imposed by any federal, state, country or local government or any security convertible into political subdivision or exchangeable for stocktaxing authority thereof or therein. Without limiting the foregoing, a partnership interest or profit interest in the breach by any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting Pledgor of any of the Pledged Collateral consisting covenants set forth in this Section 4 shall constitute an “Event of Ownership Interests), or permit Default” under the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orNote.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the The Pledgor Obligations in full, Pledgorcovenants that: (a) The Pledgor will deliver to the Pledgee each item of Collateral hereunder immediately upon the Pledgor's acquisition thereof, and will defend the Pledged Collateral against the all claims and demands of all other parties; will keep persons claiming the Pledged Collateral free from all security interests same or any interest therein; (b) The Pledgor will, promptly upon request by the Pledgee, procure or execute and deliver any documents, deliver to the Pledgee any instruments, give any notices, execute any proxies, execute and file any financing statements or other encumbrancesdocuments, all in form satisfactory to the Pledgee, and take any other actions which are necessary or, in the judgment of the Pledgee, desirable to perfect or continue the perfection and first priority of the Pledgee's security interest in the Collateral, to protect the Collateral against the rights, claims or interests of third persons or to effect the purposes of this Pledge Agreement, and will pay all costs incurred in connection therewith. (c) The Pledgor will not, without the prior written consent of the Pledgee, in any way hypothecate or create or permit to exist any lien, security interest or encumbrance on or other interest in the Collateral except that created by this Pledge Agreement, nor will the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not Pledgor sell, transfer, assign, deliver exchange or otherwise dispose of any Pledged the Collateral or any interest therein without therein. If any Collateral, or any interest therein, is sold, transferred, assigned, exchanged or otherwise disposed of in violation of these provisions, the prior written consent security interest of Secured Party; (b) the Pledgee shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange or other disposition, and the Pledgor will notify Secured Party promptly hold the proceeds thereof in writing of any change in Pledgor’s addressa separate account for the Pledgee's benefit. The Pledgor will, specified on at the attached Disclosure Schedule; (c) in connection herewithPledgee's request, will execute and deliver to Secured Party transfer such financing statements, assignments and other documents and do such other things reasonably necessary that relate proceeds to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents Pledgee in all public offices requested by Secured Party;kind. (d) The Pledgor will pay and discharge all taxes, assessments and other governmental charges of every nature which may be imposed, levied or assessed levies against the Pledged Collateral, except for taxes that are being diligently contested in good faith;Collateral prior to the delinquency thereof and will keep the Collateral free of all unpaid charges whatsoever. (e) If, while this Pledge Agreement is in effect, any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation or other change in the capital structure, including the creation of any subscription or other rights or other Collateral, is made or declared, or proposed to be made or declared, by the Pledgee or any issuer of the Collateral, all substituted and additional securities issued with respect to any Pledged the Collateral that is and received by Pledgor shall be endorsed in blank by the Pledgor promptly upon receipt thereof or otherwise appropriately transferred to the Pledgee in negotiable form, and all certificates and instruments evidencing such securities shall be delivered to the Pledgee to be held under the terms of this Pledge Agreement in the same manner as and as a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 part of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orCollateral.

Covenants of Pledgor. Until the final Pledgor hereby covenants and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgoragrees as follows: (a) will defend To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Pledged Collateral, and to defend, at its sole expense, the title to the Collateral against and any part of the claims Collateral; (b) To cooperate fully with Agent's and demands Lenders' efforts to preserve the Collateral and to take such actions to preserve the Collateral as Agent may in good faith direct; (c) To cause each Borrower to maintain proper books of record and account in which full, true and correct entries are made of all other parties; will keep dealings and transactions in relation to the Pledged Collateral free from all security interests and which reflect the lien of Agent on the Collateral; (d) To deliver immediately to Agent any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other encumbrancesCollateral, except and to execute and deliver to Agent, for the security interestsbenefit of Lenders, liensone or more transfer powers, charges in form and encumbrances granted content satisfactory to Secured Party Agent, pursuant to this Agreement; which Pledgor assigns, in blank, all Ownership Interests and except other Collateral (collectively, the "Transfer Powers") which Transfer Powers shall be held by Agent as specifically permitted herein will not part of the Collateral; (e) To authorize Agent to file such financing statements as Agent may request with respect to the Collateral, and to take such other steps as Agent may from time to time reasonably request to perfect Agent's security interest in the Collateral under applicable law; (f) Not to sell, transferdiscount, allow credits or allowances, assign, deliver extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any Pledged the Collateral or any part of the Collateral; (g) After the occurrence of an Event of Default under the Loan Documents (including but not limited to this Agreement), and written notice thereof from Agent to Borrowers or Pledgor (except that during any bankruptcy or insolvency proceeding affecting any Borrower or Pledgor, no notice shall be required) not to receive any dividend or distribution or other benefit with respect to Borrowers, and not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of the terms and provisions of this Agreement, or any of the other Loan Documents or that would materially impair the position or interest therein of Agent in the Collateral or dilute the Ownership Interests pledged to Agent under this Agreement; (h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Collateral, other than liens in favor of Agent granted under this Agreement or the other Loan Documents; (i) Not to amend, modify or terminate the Interest Rate Agreement without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s addressAgent, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may consent shall not be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) unreasonably withheld with respect to any Pledged Collateral that is a “Financial Asset” proposed amendment or “Security Entitlement” modification; and (j) That Pledgor consents to the admission of Agent (and its assigns or designee) as such terms are defined in Article 8 a member or stockholder of the UCC)each Borrower, equity securityas applicable, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting upon Agent's acquisition of any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset or.

Covenants of Pledgor. Until the final Each Pledgor hereby covenants and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgoragrees as follows: (a) will defend To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Pledged Collateral, and to defend, at its sole expense, the title to the Collateral against and any part of the claims Collateral; (b) To cooperate fully with Noteholder Representative’s efforts to preserve the Collateral and demands to take such actions to preserve the Collateral as Noteholder Representative may in good faith direct; (c) To cause such Company to maintain proper books of record and account in which full, true and correct entries are made of all other parties; will keep dealings and transactions in relation to the Pledged Collateral free from all security interests and which reflect the lien of Noteholder Representative on the Collateral; (d) In the event any Ownership Interests become certificated, to deliver immediately to Noteholder Representative any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other encumbrancesCollateral, except and upon delivery of any such certificate, to execute and deliver to Noteholder Representative one or more transfer powers, substantially in the security interestsform of Schedule III attached hereto or otherwise in form and content satisfactory to Noteholder Representative, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; which such Pledgor assigns, in blank, all Ownership Interests and except other Collateral (the “Transfe r ▇▇▇▇ ▇▇”), which such Transfer Powers shall be held by Noteholder Representative as specifically permitted herein will not part of the Collateral; (e) To take such steps as Noteholder Representative may from time to time reasonably request to perfect Noteholder Representative’s security interest in the Ownership Interests under applicable law; (f) Not to sell, transferdiscount, allow credits or allowances, assign, deliver extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any Pledged the Collateral or any interest therein part of the Collateral to the extent prohibited by the Loan Documents; (g) After the occurrence and during the continuance of an Event of Default, not to receive any dividend or distribution or other benefit with respect to such Company, and not to vote, consent, waive or ratify any action taken without the prior written consent of Secured Partythe Noteholder Representative; (bh) will notify Secured Party promptly Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Collateral, other than Permitted Encumbrances and liens in writing favor of any change in Pledgor’s addressNoteholder Representative, specified on for its benefit and the attached Disclosure Schedulebenefit of the Purchasers, or as permitted by the Loan Documents; (ci) That such Pledgor will, upon obtaining ownership of any other Ownership Interests otherwise required to be pledged to Noteholder Representative, for its benefit and the benefit of the Purchasers, pursuant to any of the Loan Documents, which Ownership Interests are not already Pledged Interests, within five (5) Business Days deliver to Noteholder Representative a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Ple dge Ame ndme nt”) in connection herewithrespect of any such additional Ownership Interests pursuant to which such Pledgor shall pledge to Noteholder Representative, will for its benefit and the benefit of the Purchasers, all of such additional Ownership Interests. Prior to the delivery thereof to Noteholder Representative, all such additional Ownership Interests shall be held by such Pledgor separate and apart from its other property and in express trust for Noteholder Representative, for its benefit and the benefit of the Purchasers, subject to Permitted Encumbrances; (j) That such Pledgor consents to the admission of Noteholder Representative (and its assigns or designee) as a member, partner or stockholder of such Company upon Noteholder Representative’s acquisition of any of the Ownership Interests in each case from and after the occurrence and continuation of an Event of Default; (k) Other than equity interests of such Pledgor that are already certificated on the date hereof, that such Pledgor shall not take any action to cause any equity interest of the Collateral to be or become a “security” within the meaning of, or to be governed by, Article 8 (Investment Securities) of the Uniform Commercial Code as in effect under the laws of any state having jurisdiction (the “UCC”), and shall not cause such Company to “opt in” or to take any other action seeking to establish any equity interest of the Collateral as a “security” or to become certificated; and (l) The Noteholder Representative and the Pledgors agree and acknowledge that any Collateral regulated under State Cannabis Laws is pledged, assigned and granted to Noteholder Representative pursuant to this Agreement to the fullest extent permitted (or not prohibited) by the State Cannabis Laws. In the event that State Cannabis Laws prohibit, limit or restrict any such pledge, assignment or grant of a security interest in the Collateral, or if Regulatory Approval is required for a security interest in such Collateral to be valid, effective or enforceable, then each Pledgor shall appear, do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver to Secured Party all such financing statementsapplications, assignments certificates, instruments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may requestdocuments, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxescases shall cooperate fully with and assist Noteholder Representative in any process, assessments and other charges of every nature which as the Regulatory Authority or applicable State Cannabis Laws may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested require in good faith; (e) with respect order to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 obtain Regulatory Approval of the UCC)security interests in favor of the Noteholder Representative in any such Collateral. Whether or not State Cannabis Laws prohibit, equity securitypermit or regulate the pledge, stock (common assignment or preferred), grant of a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership such Collateral otherwise subject to such State Cannabis Laws, if the Noteholder Representative determines (general in its sole discretion) that the applicable state Regulatory Authority may grant approval, authorization or limited)consent of the Noteholder Representative’s security interest the Collateral prior to an actual transfer, assignment or conveyance of such Collateral upon or after an Event of Default, then the Pledgors that have granted, pledged or assigned (or purported to grant, pledge or assign) a security interest in the Collateral (the “Granting Pledgor Parties”) to Noteholder Representative, shall, upon request by Noteholder Representative, use their best, diligent, good faith efforts, and shall cooperate fully with and assist Noteholder Representative in any process, to as promptly as possible after closing, obtain Regulatory Approval for the security interests of the Noteholder Representative in the Collateral. If applicable State Cannabis Laws do prohibit or otherwise regulate the pledge, assignment or grant of a limited liability companysecurity interest in the Collateral, joint venture and if the Noteholder Representative determines (in its sole discretion) that the applicable state Regulatory Authority will not grant approval, authorization or consent of the Noteholder Representative’s security interest in the Collateral prior to an actual transfer of such Collateral upon or after an Event of Default, then each Granting Pledgor Party shall, upon an Event of Default and at the request of Noteholder Representative, use their best, diligent, good faith efforts to, as promptly as possible after receiving a request from Noteholder Representative, appear, do and perform, or cause to be done and performed, all such further acts and things, and execute and deliver all such applications, certificates, instruments and documents, and shall cooperate fully with and assist Noteholder Representative in any process, in order to obtain Regulatory Approval for the transfer, conveyance and assignment of the Collateral to the Noteholder Representative (or its designee). Damages in the event of breach of this section by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed by each Pledgor and Noteholder Representative, that Noteholder Representative, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other common enterprise (individually equitable relief in any court of competent jurisdiction, enjoining any such breach, and collectivelyenforcing specifically the terms and provisions hereof, “Ownership Interests”), and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not take preclude any actionsuch person from pursuing any other rights and remedies at law or in equity which such person may have. Each Pledgor that holds or owns any right, directly title or indirectlyinterest in the Collateral hereby covenants and agrees that it will not, to consent and will not permit any Pledgor to, authorize create, incur, assume or elect suffer to (including, but not limited to, affirmatively voting exist any Lien or encumbrance whatsoever upon any of the Pledged Collateral consisting of Ownership Interests)Collateral, whether now owned or permit hereafter acquired, other than the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any Liens in favor of the Collateral consisting of Ownership Interests as a Financial Asset orNoteholder Representative.

Covenants of Pledgor. Until the final Pledgor covenants and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgoragrees as follows: (a) will 6.1 Pledgor shall perform and comply with all obligations and conditions on its part to be performed hereunder, under the Constituent Agreement and with respect to the Collateral. 6.2 Pledgor shall, so long as any Obligations shall be outstanding, defend its title to the Pledged Collateral and the interest of Administrative Agent in the Collateral pledged hereunder against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests persons whomsoever. 6.3 Pledgor shall not directly or other encumbrancesindirectly create, except the security interestsincur, liens, charges and encumbrances granted assume or suffer to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver exist any liens on or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any part of the Collateral (other than the Lien created by this Agreement and other Permitted Liens). 6.4 Pledgor will not file or authorize or permit to be filed in any jurisdiction any financing statements under the UCC or any like statement relating to the Collateral in which Administrative Agent is not named as the sole secured party. 6.5 Except as permitted by the Credit Agreement or this Agreement, Pledgor will not cause, suffer or permit the sale, assignment, conveyance or other transfer of all or any portion of Pledgor's ownership interest or interests in the Pledged Collateral that is Portfolio Entity. As used herein, the transfer of an ownership interest in the Pledged Portfolio Entity includes (i) the sale, assignment, pledge, hypothecation, transfer or other disposition (voluntarily or involuntarily, by gift or otherwise, and whether as security or otherwise) of an equity interest in any Person substantially all of the assets of which consist directly or indirectly of an interest in the Pledged Portfolio Entity, or (ii) the merger or consolidation of a “Financial Asset” Person referred to in clause (i), with another Person. 6.6 Except as permitted by the Credit Agreement, Pledgor shall not terminate, modify or “Security Entitlement” amend the Constituent Agreement. 6.7 Pledgor shall give to Administrative Agent prompt notice of (i) each material demand or notice received or given by it relating to the Constituent Agreement; and (ii) any Default, Event of Default or event which with the giving of notice or the passage of time or both might become an Event of Default (as such terms "Default" and "Event of Default" are defined in Article 8 of the UCC)Constituent Agreement) under the Constituent Agreement, equity securitywhether by the Pledged Portfolio Entity, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock Pledgor or any security convertible into other Person, of which Pledgor has knowledge or exchangeable for stock, a partnership interest or profit interest has received notice. 6.8 If Pledgor in any partnership (general or limited), its capacity as an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any owner of the Pledged Collateral consisting Portfolio Entity receives any income or distribution of Ownership Interests), money or permit property of any kind from the issuer of such Ownership Interest to elect to (including, but not limited to, Pledged Portfolio Entity other than as permitted hereby or by amending or otherwise modifying the formation documents of such issuer), treat any Section 7.2 of the Collateral consisting Credit Agreement, Pledgor shall hold such income or distribution as trustee for and shall deliver the same to Administrative Agent. 6.9 Pledgor will, at all times, keep accurate and complete records of Ownership Interests the Collateral. Pledgor shall permit representatives of Administrative Agent, upon reasonable prior notice, at any time during normal business hours of Pledgor to inspect and make abstracts from Pledgor's books and records pertaining to the Collateral. Upon the occurrence and during the continuation of any Event of Default, at Administrative Agent's request, Pledgor shall promptly deliver copies of any and all such records to Administrative Agent. 6.10 Pledgor shall give Administrative Agent at least 45 days' notice before it changes the location of its place of business, chief executive office or state of organization and shall at the expense of the Pledged Portfolio Entity execute and deliver such instruments and documents as may be required by Administrative Agent to maintain a Financial Asset orprior perfected security interest in the Collateral.

Covenants of Pledgor. Until So long as the final Indebtedness remains unpaid the Pledgor will perform and indefeasible payment observe each of its covenants to Secured Party in cash the Pledgee as set forth herein, and performance without limitation of the Pledgor Obligations in fullforegoing, the Pledgor: , (a) will not remove the Collateral from the Company address, without the prior written consent of Pledgee (except in the ordinary course of business of the Company); (b) will advise the Pledgee, in writing, immediately upon request, of any change in the location of any Collateral; (c) will defend the Pledged Collateral against the claims and demands of all other parties; parties and will keep the Pledged Collateral free from all other security interests or other encumbrances; (d) will keep accurate and complete records concerning the Collateral and, except at the security interestsPledgee's request, lienswill mark any such records and the Collateral to give notice of the Secur▇▇▇ Interest; (e) will, charges and encumbrances granted upon demand, forthwith deliver to Secured Party pursuant Pledgee any documents relating to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged the Collateral or any interest therein without part thereof, and any and all other schedules, documents and statements which the prior written consent of Secured Party; Pledgee may from time to time request; (bf) will notify Secured Party the Pledgee promptly in writing of any change in the Pledgor’s 's or the Company's address; (g) will notify the Pledgee in writing within five days from the date of any loss, specified on damage or theft of the attached Disclosure Schedule; Collateral, specifying in such notice the exact nature and amount of such loss; (ch) without the Pledgee's written consent will not make or agree to make any alteration or modification to the Collateral or permit anything to be done that may impair the value of the Collateral or the security intended to be afforded by this Agreement; and (i) in connection herewith, herewith will execute and deliver to Secured Party the Pledgee such financing statements, assignments statements and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may requestdocuments, and pay all costs of title searches and filing financing statements, assignments statements and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments the Pledgee and do such other charges of every nature which things as the Pledgee may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect request to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of protect the Collateral consisting of Ownership Interests as a Financial Asset orand Pledgee's Security Interest.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Each Pledgor Obligations in full, Pledgorshall: (a) will defend Perform each and every covenant in the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted Loan Documents applicable to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Partysuch Pledgor; (b) will notify At all times keep at least one complete set of its records concerning substantially all of the Collateral at its Chief Executive Office as set forth in SCHEDULE B hereto, and not change the location of such records without giving Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Scheduleat least thirty (30) days prior written notice thereof; (c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for additional shares or securities or cash dividends and other distributions, if any, that are not prohibited by the terms of the Loan Agreement to be paid by any Issuer to such Pledgor; PROVIDED, HOWEVER, that immediately upon its acquisition (directly or indirectly) thereof, to the extent that such Future Rights or Proceeds constitute additional shares or securities, it shall (i) pledge such additional shares or securities hereunder and (ii) promptly (and in connection herewith, will execute and any event within three Business Days) deliver to Secured Party a Pledge Amendment, duly executed by such financing statementsPledgor, assignments in substantially the form of EXHIBIT 1 hereto (a "Pledge Amendment"), in respect of the additional shares or securities, together with all certificates or other instruments representing or evidencing the same. Each Pledgor hereby (i) authorizes Secured Party to attach each Pledge Amendment to this Agreement, (ii) agrees that all capital stock and other documents and do such other things reasonably necessary that relate equity securities listed on any Pledge Amendment delivered to the Pledged Collateral and the Security Interest as Secured Party may requestshall for all purposes hereunder constitute Pledged Shares, and pay all costs of title searches (iii) is deemed to have made, upon such delivery, the representations and filing financing statements, assignments and other documents warranties contained in all public offices requested by Secured Party;SECTION 5 hereof with respect to such Pledged Collateral; and (d) will pay all taxesUpon receipt by such Pledgor of any material notice, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe forreport, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting communication from any of the Pledged Collateral consisting Issuers or any Holder relating to all or any part of Ownership Interests)the Collateral, deliver such notice, report or permit the issuer of such Ownership Interest other communication to elect to (includingSecured Party as soon as possible, but not limited to, in no event later than five (5) days following the receipt thereof by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orPledgor.

Covenants of Pledgor. Until such time as all the final and indefeasible payment to Secured Party Note Obligations have been satisfied in cash and performance of full or all payments required under the Pledgor Obligations Note have been made, unless Pledgee otherwise consents in full, Pledgorwriting: (a) will defend Pledgor shall: (i) at the Pledged request of Pledgee, at any time and from time to time, execute and deliver to Pledgee all financing statements and other documents reasonably deemed necessary or advisable by Pledgee in order more fully to evidence and perfect the security interest in the Collateral; (ii) promptly furnish Pledgee with any information which Pledgee may reasonably request concerning the Collateral; (iii) allow Pledgee to inspect all records of Pledgor relating to the Collateral against and to make and take away copies of such records; (iv) do all acts which may be necessary to preserve, maintain, and protect the claims Collateral and demands of the value thereof and Pledgor's rights and interests therein; (v) pay all taxes, assessments, and other parties; will keep charges imposed on or relating to the Pledged Collateral free from all security interests or other encumbrancesCollateral, except such taxes, if any, as are being contested in good faith by appropriate proceedings and by reason of such nonpayment and contest no material item or portion of the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this AgreementCollateral is in jeopardy of being attached or forfeited; and except as specifically permitted herein will not (vi) pay all reasonable costs and expenses, including reasonable attorneys' fees, incurred by Pledgee in connection with the enforcement of this Pledge Agreement, provided, however, that Pledgee shall have recourse only to the Collateral for collection of such costs and expenses. (b) Pledgor shall not, without prior written consent, (i) sell, assign, exchange, transfer, encumber, or otherwise dispose of, or contract to sell, assign, deliver exchange, transfer, encumber, or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s addresscollectively, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC"Transfer"), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset oror any part thereof or any interest therein, or (ii) take any action

Covenants of Pledgor. Until such time as all the final and indefeasible payment to Secured Party Note Obligations have been satisfied in cash and performance of full or all payments required under the Pledgor Obligations Note have been made, unless Pledgee otherwise consents in full, Pledgorwriting: (a) will defend Pledgor shall: (i) at the Pledged request of Pledgee, at any time and from time to time, execute and deliver to Pledgee all financing statements and other documents reasonably deemed necessary or advisable by Pledgee in order more fully to evidence and perfect the security interest in the Collateral; (ii) promptly furnish Pledgee with any information which Pledgee may reasonably request concerning the Collateral; (iii) allow Pledgee to inspect all records of Pledgor relating to the Collateral against and to make and take away copies of such records; (iv) do all acts which may be necessary to preserve, maintain, and protect the claims Collateral and demands of the value thereof and Pledgor's rights and interests therein; (v) pay all taxes, assessments, and other parties; will keep charges imposed on or relating to the Pledged Collateral free from all security interests or other encumbrancesCollateral, except such taxes, if any, as are being contested in good faith by appropriate proceedings and by reason of such nonpayment and contest no material item or portion of the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this AgreementCollateral is in jeopardy of being attached or forfeited; and except as specifically permitted herein will not (vi) pay all reasonable costs and expenses, including reasonable attorneys' fees, incurred by Pledgee in connection with the enforcement of this Pledge Agreement, provided, however, that Pledgee shall have recourse only to the Collateral for collection of such costs and expenses. (b) Pledgor shall not, without prior written consent, (i) sell, assign, exchange, transfer, encumber, or otherwise dispose of, or contract to sell, assign, deliver exchange, transfer, encumber, or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s addresscollectively, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC"Transfer"), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting or any part thereof or any interest therein, or (ii) take any action with respect to the Collateral which is inconsistent with the provisions or purposes of Ownership Interests as a Financial Asset orthis Pledge Agreement or which would adversely affect the rights of Pledgee hereunder.

Covenants of Pledgor. Until the final Pledgor hereby covenants and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgoragrees as follows: (a) will defend To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Pledged Collateral, and to defend, at its sole expense, the title to the Collateral against and any part of the claims Collateral; (b) To cooperate fully with Agent's and demands Lenders' efforts to preserve the Collateral and to take such actions to preserve the Collateral as Agent may in good faith direct; (c) To cause each Borrower to maintain proper books of record and account in which full, true and correct entries are made of all other parties; will keep dealings and transactions in relation to the Pledged Collateral free from all security interests and which reflect the lien of Agent on the Collateral; (d) To deliver immediately to Agent any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other encumbrancesCollateral, except and to execute and deliver to Agent, for the security interestsbenefit of Lenders, liensone or more transfer powers, charges in form and encumbrances granted content satisfactory to Secured Party Agent, pursuant to this Agreement; which Pledgor assigns, in blank, all Ownership Interests and except other Collateral (collectively, the "TRANSFER POWERS") which Transfer Powers shall be held by Agent as specifically permitted herein will not part of the Collateral; (e) To authorize Agent to file such financing statements as Agent may request with respect to the Collateral, and to take such other steps as Agent may from time to time reasonably request to perfect Agent's security interest in the Collateral under applicable law; (f) Not to sell, transferdiscount, allow credits or allowances, assign, deliver extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any Pledged the Collateral or any part of the Collateral; (g) After the occurrence of an Event of Default under the Loan Documents (including but not limited to this Agreement), and written notice thereof from Agent to Borrowers or Pledgor (except that during any bankruptcy or insolvency proceeding affecting any Borrower or Pledgor, no notice shall be required) not to receive any dividend or distribution or other benefit with respect to Borrowers, and not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of the terms and provisions of this Agreement, or any of the other Loan Documents or that would materially impair the position or interest therein of Agent in the Collateral or dilute the Ownership Interests pledged to Agent under this Agreement; (h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Collateral, other than liens in favor of Agent granted under this Agreement or the other Loan Documents; (i) Not to amend, modify or terminate the Interest Rate Agreement without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s addressAgent, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may consent shall not be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) unreasonably withheld with respect to any Pledged Collateral that is a “Financial Asset” proposed amendment or “Security Entitlement” modification; and (j) That Pledgor consents to the admission of Agent (and its assigns or designee) as such terms are defined in Article 8 a member or stockholder of the UCC)each Borrower, equity securityas applicable, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting upon Agent's acquisition of any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset or.

Covenants of Pledgor. Until the final Pledgor hereby covenants and indefeasible payment agrees as follows: To do or cause to Secured Party be done all things necessary to preserve and to keep in cash full force and performance of the Pledgor Obligations effect its interests in full, Pledgor: (a) will defend the Pledged Collateral against Collateral, and to defend, at its sole expense, the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate title to the Pledged Collateral and any part of the Security Interest Pledged Collateral in each case except for a merger of the Company into Borrower as Secured Party permitted under the Financing Documents; To cooperate fully with Agent’s efforts to preserve the Pledged Collateral and to take such actions to preserve the Pledged Collateral as Agent may reasonably request; To cause Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Pledged Collateral and which reflect the lien of Agent on the Pledged Collateral; To deliver promptly (and in any event within 5 Business Days) to Agent any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Pledged Collateral, and pay to execute and deliver to Agent one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content reasonably satisfactory to Agent, pursuant to which Pledgor assigns, in blank, all costs of title searches and filing financing statements, assignments Ownership Interests and other documents Pledged Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Agent as part of the Pledged Collateral; To execute and deliver to Agent such financing statements as Agent may request with respect to the Ownership Interests, and to take such other steps as Agent may from time to time reasonably request to perfect Agent’s security interest in all public offices requested the Ownership Interests under applicable law; Not to sell, discount, allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of the Pledged Collateral or any part of the Pledged Collateral except as expressly permitted by Secured Party; the Credit Agreement; After an Event of Default under the Financing Documents (d) will pay all taxesincluding but not limited to this Agreement), assessments not to receive any dividend or distribution or other benefit with respect to Company, and other charges not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of every nature which may be imposedthe terms and provisions of this Agreement, levied or assessed against any of the Financing Documents or that would materially impair the position or interest of Agent in the Pledged Collateral or dilute the Ownership Interests pledged to Agent under this Agreement; Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Pledged Collateral, except other than liens in favor of Agent, for taxes that its benefit and the benefit of the Lenders; That Pledgor will, upon obtaining ownership of any other Ownership Interests otherwise required to be pledged to Agent, for its benefit and the benefit of the Lenders, pursuant to any of the Financing Documents, which Ownership Interests are being diligently contested not already Pledged Interests, within five (5) Business Days deliver to Agent a Pledge Amendment, duly executed by Pledgor, in good faith; substantially the form of Schedule IV hereto (ea “Pledge Amendment”) with in respect of any such additional Ownership Interests pursuant to which Pledgor shall pledge to Agent, for its benefit and the benefit of the Lenders, all of such additional Ownership Interests. If such Ownership Interests are certificated, then prior to the delivery thereof to Agent, all such additional Ownership Interests shall be held by Pledgor separate and apart from its other property and in express trust for Agent, for its benefit and the benefit of the Lenders; That Pledgor consents to the admission of Agent (and its assigns or designee) as a member, partner or stockholder of Company upon Agent’s acquisition of any of the Ownership Interests; and With respect to any Pledged Collateral that is a “Financial Asset” membership or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest similar interests in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will Pledgor shall not take any action, directly or indirectly, action to consent to, authorize or elect to (including, but not limited to, affirmatively voting cause any membership interest of the Pledged Collateral consisting of Ownership Interests)to be or become a “security” within the meaning of, or permit the issuer of such Ownership Interest to elect to be governed by, Article 8 (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any Investment Securities) of the Code as in effect under the laws of any state having jurisdiction, and shall not cause any Subsidiary that is a limited liability company to “opt in” or to take any other action seeking to establish any membership interest of the Pledged Collateral consisting of Ownership Interests as a Financial Asset or“security” or to become certificated; provided that, for the avoidance of doubt, this clause (k) shall not apply to any membership interest of the Pledged Collateral that, as of the date hereof, is a “security” within the meaning of Article 8 (Investment Securities) of the Code as in effect under the laws of any state having jurisdiction so long as such membership interest is certificated and delivered to the Administrative Agent in accordance with Section 1(a) hereof.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance Pledgor hereby covenants that until all of the Pledgor Obligations to Bank have been satisfied in full, Pledgor: (aA) It will NOT: (i) sell, convey or otherwise dispose of any of the Pledged Collateral or any interest therein or create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever in or with respect to any of the Pledged Collateral or the proceeds thereof, other than that created hereby; or (ii) if the Pledged Collateral is a security not traded in an established market, consent to or approve the authorization and issuance of: (1) Any additional shares of any class of capital stock in the issuer of the Pledged Collateral, (2) Any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for any such shares of corporate stock; and (3) Any warrants, option, rights or other commitments entitling any person to purchase or otherwise acquire any such shares of corporate stock. (B) It will: (i) at its own expense, defend Bank’s right, title, and security interest in an to the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests any person, firm, corporation or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreemententity; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (bii) will notify Secured Party pay promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay when due all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against affecting the Pledged Collateral; (iii) procure, except for taxes that are being diligently contested in good faith; execute, and deliver from time to time any endorsement, assignment, financing statement, and other writing deemed necessary or appropriate by Bank to perfect, maintain and protect the security interest granted hereunder and the priority thereof; and (eiv) with respect promptly pay to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 Bank the amount of the UCC)all costs and expenses of Bank, equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, including but not limited to, affirmatively voting any reasonable attorneys’ fees incurred by Bank in connection with this Agreement and the enforcement of the Pledged Collateral consisting rights of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orBank hereunder.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgor: (a) The Pledgor hereby covenants that, until the Repayment Date, it will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrancesnot, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party;the Agent and the Banks: (i) Sell, convey, or otherwise dispose of any of the Pledged Assets (other than cash distributions permitted to be retained by the Pledgor pursuant to Section 2(d)) or any interest therein or create, incur, or permit to exist any pledge, mortgage, lien, charge, encumbrance or security interest whatsoever in or with respect to any of the Pledged Assets or the proceeds thereof, other than that created hereby; or (ii) Consent to or approve the issuance of any additional Capital Securities in the issuer of the Pledged Securities; or any Capital Securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such Capital Securities, or any warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such Capital Securities, unless, in each case, such additional Capital Securities, convertible Capital Securities, warrants, options, rights or other commitments, are pledged to the Agent pursuant to this Agreement; or (iii) Change its name, identity or organizational structure in any manner that might make any financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-402(7) of the UCC (or any other then applicable provision of the UCC) unless the Pledgor has given the Agent at least 90 days' prior written notice thereof or has delivered to the Agent acknowledgment copies of UCC-3 financing statements duly executed and duly filed in each jurisdiction in which UCC-l filings were required in order to perfect the security interest granted by this Pledge Agreement in the Pledged Assets and have taken all actions (or made arrangements to take such action substantially simultaneously with such change if it is impossible to take such action in advance) necessary or reasonably requested by the Agent to amend such financing statement or continuation statement so that it is not seriously misleading. (b) will notify Secured Party promptly The Pledgor warrants and will, at its own expense, defend the Agent's right, title, special property and security interest in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed Assets against the Pledged Collateralclaims of any person, except for taxes that are being diligently contested in good faith; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC)firm, equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture corporation or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orentity.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgorshall: (a) Pledgor will use all commercially reasonable efforts to defend the Pledged Collateral against the all claims and demands of all other partiesPersons at any time claiming any interest therein; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein SECURITY AND PLEDGE AGREEMENT-Page-8 ----------------------------- (b) Pledgor will not sell, transfer, sell or offer to sell or otherwise assign, deliver transfer or otherwise dispose of any the Pledged Collateral or any interest therein therein, without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewithPledgor will keep the Collateral free from any adverse Lien, will execute security interest or encumbrance except for Permitted Liens and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest Liens as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Partyare set forth on Schedule D attached hereto; (d) At all times keep at least one complete set of records concerning substantially all of the Collateral at its Chief Executive Office as set forth in Schedule C hereto, and not change the location of its Chief Executive Office or such records without giving Secured Party at least thirty (30) days' prior written notice thereof; (e) Pledgor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except in the case of Permitted Protests (as defined in the Loan Agreement); (f) To the extent it may lawfully do so, use all reasonable efforts to prevent the Issuers from issuing Future Rights or Proceeds, provided however, that this provision shall not apply to the Issuer's issuance of Future Rights or Proceeds as distributions for the payment of taxes, as permitted in the Loan Agreement; (g) Upon receipt by Pledgor of any material report, or other charges material communication from any of every nature which may be imposed, levied the Issuers or assessed against any Holder relating to an adverse event or occurrence with regard to all or any part of the Pledged Collateral, except for taxes that are being diligently contested deliver such notice, report or other communication to Secured Party as soon as possible, but in good faith;no event later than five (5) Business Days following the receipt thereof by Pledgor; and (eh) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 Not change the state of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a its organization and not change its limited liability company, joint venture or other common enterprise company name without providing Secured Party with thirty (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset or30) days' prior written notice.

Covenants of Pledgor. Until the final Pledgor hereby covenants and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgoragrees as follows: (a) will Pledgor shall defend Secured Party's right, title and security interest in and to the Pledged Collateral against the claims and demands of all other parties; will keep Persons and shall maintain and preserve Secured Party's Lien and security interest until indefeasible payment in full in cash of all of the Pledged Collateral free from all security interests or other encumbrancesObligations. (b) Pledgor shall not (i) sell, except the security interestslease, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sellassign, transfer, assign, deliver convey or otherwise dispose of all or any part of Pledgor's right, title or interest in or to the Pledged Collateral, whether such Pledged Collateral is owned directly or indirectly by Pledgor, (ii) create, incur or encumber or permit to exist on or with respect to all or any part of Pledgor's right, title and interest therein without in and to the prior written consent Pledged Collateral, any Lien, (iii) in its capacity as a shareholder of TAC, vote for any action, resolution, or amendment of the constituent documents of TAC which would alter the voting rights of holders of TAC common stock, or (iv) take any action to terminate, dilute, impair, modify, or limit Secured Party;'s rights or interests with respect to the Pledged Collateral. (bc) will Pledgor shall pledge hereunder, immediately upon his acquisition (directly or indirectly) thereof, any and all additional common stock, other equity interests or other securities of the Company issued in substitution for, on account of, or otherwise as Proceeds of, the Interests. (d) Pledgor shall keep and maintain at his current principal place of business satisfactory and complete records of the Interests including, without limitation, a record of all payments received, all capital contributions made and all credits granted with respect to the Interests. Pledgor shall cause the Company to maintain the entries in its books and records pertaining to the Interests which evidence the security interest granted by this Agreement. Secured Party, its agents and representatives shall be granted access to, and the right to photocopy, such books and records maintained with respect to the Interests at all reasonable times on reasonable notice to Pledgor. (e) Pledgor shall do or cause to be done all things necessary to preserve and keep the existence of the Company in full force and effect and to cause the Company to remain qualified and licensed as necessary for the conduct of the Company's continued business and operations. (f) Pledgor shall notify Secured Party promptly of the issuance of any certificate evidencing Pledgor's ownership of Interests and deliver to Secured Party any such certificate endorsed in blank to Pledgor. (g) Pledgor shall notify Secured Party in writing at least 30 days in advance of any change in Pledgor’s address, specified on 's principal place of business . Pledgor shall give Secured Party at least 30 days written notice prior to any change in the attached Disclosure Schedule;jurisdiction of organization of the Company. (ch) in connection herewith, will execute and Pledgor shall deliver to Secured Party any and all information that Secured Party reasonably requests in writing sent as required by Section 19 regarding the Company, its properties, financial information, within ten Business Days of receipt of such request (to the extent such information is in the possession of Pledgor or can be obtained by Pledgor without violation of law or regulations). (i) Pledgor authorizes Secured Party to file or record financing statements, assignments statements and other filings or recording documents and do such other things reasonably necessary that relate or instruments with respect to the Pledged Collateral without the signature of Pledgor in such form and the Security Interest in such offices as Secured Party may request, and pay all costs reasonably determines appropriate to perfect the security interests of title searches and Secured Party under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing financing statements, assignments and other documents or recording document or instrument for filing or recording in all public offices requested by Secured Party;any jurisdiction. (dj) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against Pledgor shall cause the Pledged Collateral, except together with the Oak TAC Shares and all other Accommodation TAC Shares (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for taxes the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC, after giving effect to the pledge of additional issued and outstanding shares by Excalibur, Borrower or any other holder of TAC shares. Secured Party has no obligation to notify Pledgor of the existence of the condition during which the Oak TAC Shares and the Accommodation TAC Shares, in the aggregate, do not equal at least 51% (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that are being diligently contested in good faith;would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC. (ek) Pledgor shall cause TAC to file with the United States Securities and Exchange Commission, and take all commercially reasonable efforts to cause to become effective, a registration statement with respect to all shares of common stock or equity securities of TAC (i) as to which any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), Person has granted to Lender a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting under the provisions of any of the Pledged Collateral consisting of Ownership Interests)Pledge Agreement or otherwise, or permit (ii) which are subject to issuance upon the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any exercise of the Collateral consisting Warrants, in each case accordance with the terms of Ownership Interests as a Financial Asset orthe Share Exchange Agreement and the Stock Purchase Agreement regarding such registration. Such registration statement may also register for sale any other shares owned by Borrower, Excalibur or any other shareholders of TAC that desire to register shares for sale or resale.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations are satisfied in full, Pledgorthe Pledgor agrees to: (a) will defend preserve and protect the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests Collateral; (b) not create, incur, assume or other permit to exist any liens, encumbrances, except the security interests, lienslevies, assessments or charges on or in any of the Collateral, except those approved in advance in writing by the Pledgee; (c) promptly pay and encumbrances granted to Secured Party pursuant to this Agreement; discharge before the same become delinquent all taxes, assessments and except as specifically permitted herein will governmental charges or levies imposed on the Pledgor or any of the Collateral; (d) not sell, transferencumber, assign, deliver or otherwise dispose of or transfer any Pledged Collateral Collateral, or any right or interest therein without and agrees that it will (i) cause JRS not to issue any other voting stock in addition to or in substitution for the Collateral, except to the Pledgor, or in connection with outstanding stock options or with the prior written consent of Secured Party; the Pledgee and (bii) will notify Secured Party promptly in writing pledge hereunder, immediately upon the Pledgor's acquisition (directly or indirectly) thereof, any and all additional shares of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and stock or other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs securities of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faithJRS; (e) with respect appear in and defend, at the Pledgor's own expense, any action or proceeding which may affect the Pledgor's title to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit Pledgee's interest in the Collateral; (f) procure or execute and deliver, from time to time, in form and substance satisfactory to the Pledgee, any partnership (general powers, powers of attorney, endorsements, assignments, financing statements, estoppel certificates or limited)other writings deemed necessary or appropriate by the Pledgee to perfect, an maintain or protect the Pledgee's security interest in a limited liability companythe Collateral and the priority thereof, joint venture and take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as the Pledgee may request to effectuate the intent of this Pledge Agreement; (g) if the Pledgee gives value to enable the Pledgor to acquire rights in or other common enterprise use of any Collateral, use such value only for such purpose; (individually h) keep separate, accurate and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any complete records of the Collateral consisting and provide the Pledgee with access thereto and to the Pledgor's financial records, in each case with the right to make extracts therefrom; (i) provide the Pledgee with such other information pertaining to the Collateral as the Pledgee may reasonably request from time to time; (j) maintain and preserve its corporate or other legal existence of, including without limitation, JRS, and all rights, privileges, franchises, and other authority necessary for the conduct of Ownership Interests their respective businesses; and (k) Continue its operations in the same form and structure of business (i.e., corporate, partnership, individual) as a Financial Asset orcurrently conducted, and not merge or consolidate with or acquire or be acquired by any other corporation, partnership, entity or person, without the Pledgee's prior written consent.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations are paid in full, PledgorPledgor agrees to: (a) will defend 5.1 Preserve and protect the Pledged Collateral against provided that Pledgee acknowledges receipt of the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests stock certificates described on Schedule I hereto; 5.2 Not create, incur, assume or other permit to exist any liens, encumbrances, except the security interests, lienslevies, assessments or charges on or in any of the Collateral, except those approved in writing by Pledgee and encumbrances granted to Secured Party pursuant to this Agreement; Permitted Liens; 5.3 Promptly pay and except as specifically permitted herein will not discharge before the same become delinquent all taxes, assessments and governmental charges or levies imposed on any of the Collateral; 5.4 Not sell, transferencumber, assign, deliver or otherwise dispose of or transfer any Pledged Collateral Collateral, or any right or interest therein without and agrees that it will (i) cause the Company not to issue any other voting stock in addition to or in substitution for the Collateral, except to Pledgor, or in connection with outstanding stock options or with the prior written consent of Secured PartyPledgee and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of the Companies; (b) will notify Secured Party promptly 5.5 Appear in writing of and defend, at Pledgor's own expense, any change action or proceeding which may affect Pledgor's title to or Pledgee's interest in Pledgor’s address, specified on the attached Disclosure ScheduleCollateral; (c) in connection herewith, will 5.6 Procure or execute and deliver deliver, from time to Secured Party such time, in form and substance satisfactory to Pledgee, any stock powers, bond powers, endorsements, assignments, financing statements, assignments and estoppel certificates or other documents and do such other things writings reasonably deemed necessary that relate or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Pledged Collateral and the Security Interest as Secured Party may requestpriority thereof, and pay all costs of title searches take such other action and filing financing statementsdeliver such other documents, assignments instruments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect agreements pertaining to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting as Pledgee may request to effectuate the intent of Ownership Interests as a Financial Asset orthis Pledge Agreement;

Covenants of Pledgor. Until the final Pledgor hereby covenants and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgoragrees as follows: (a) will defend To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Pledged Collateral, and to defend, at its sole expense, the title to the Collateral against and any part of the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured PartyCollateral; (b) will notify Secured Party promptly To cooperate fully with the Lender’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as the Lender may in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedulegood faith direct; (c) To cause Company to maintain proper books of record and account in connection herewithwhich full, will execute true and deliver to Secured Party such financing statements, assignments correct entries are made of all dealings and other documents and do such other things reasonably necessary that relate transactions in relation to the Pledged Collateral and which reflect the Security Interest as Secured Party may request, and pay all costs lien of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Partythe Lender on the Collateral; (d) will pay Upon the termination of the Senior Debt Documents, to deliver to the Lender any certificates representing the Ownership Interests or other Collateral and thereafter to immediately deliver to the Lender any certificates that may be issued representing the Ownership Interests or other Collateral, and in connection therewith to execute and deliver to the Lender one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to the Lender, pursuant to which Pledgor assigns, in blank, all taxes, assessments Ownership Interests and other charges Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by the Lender as part of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) To execute and deliver to the Lender such financing statements as the Lender may request with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” the Ownership Interests, and, subject to the rights of the Agent and the Senior Lenders under the Subordination Agreement (as such terms are defined in Article 8 the Loan and Security Agreement), to take such other steps as the Lender may from time to time reasonably request to perfect the Lender’s security interest in the Ownership Interests under applicable law; (f) Not to sell, discount, allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of the UCCCollateral or any part of the Collateral; (g) After an Event of Default under the Loan Documents (including but not limited to this Agreement), equity securitynot to receive any dividend or distribution or other benefit with respect to Company, stock (common and not to vote, consent, waive or preferred)ratify any action taken, a security convertible into stock, a stock warrant, a right to subscribe forthat would violate or be inconsistent with any of the terms and provisions of this Agreement, or an option any of the Loan Documents or that would materially impair the position or interest of the Lender in the Collateral or dilute the Ownership Interests pledged to purchase the Lender under this Agreement; (h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any stock lien upon any of the Collateral, other than liens in favor of the Agent under the Senior Debt Documents or in favor of the Lender; (i) That Pledgor will, upon obtaining ownership of any security convertible into or exchangeable for stockother Ownership Interests otherwise required to be pledged to the Lender, pursuant to any of the Loan Documents, which Ownership Interests are not already Pledged Interests, within ten (10) days deliver to Agent a partnership interest or profit interest Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “such additional Ownership Interests pursuant to which Pledgor shall pledge to the Lender all of such additional Ownership Interests”). Prior to the delivery thereof to the Agent pursuant to the Senior Debt Documents or to the Lender following the termination of the Senior Debt Documents, will all such additional Ownership Interests shall be held by Pledgor separate and apart from its other property and in express trust for the Agent, or the Lender, as applicable; and (j) That Pledgor consents to the admission of the Lender (and its assigns or designee) as a member, partner or stockholder of Company upon the Lender’s acquisition of any of the Ownership Interests following an Event of Default. (k) Pledgor shall not take any action, directly or indirectly, action to consent to, authorize or elect to (including, but not limited to, affirmatively voting cause any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any membership interest of the Collateral consisting to be or become a “security” within the meaning of, or to be governed by, Article 8 (Investment Securities) of Ownership Interests the Code as in effect under the laws of any state having jurisdiction, and shall not cause any Subsidiary to “opt in” or to take any other action seeking to establish any membership interest of the Collateral as a Financial Asset or“security” or to become certificated; provided that, for the avoidance of doubt, this clause (k) shall not apply to any membership interest of the Collateral that, as of the date hereof, is a “security” within the meaning of Article 8 (Investment Securities) of the Code as in effect under the laws of any state having jurisdiction so long as such membership interest is certificated and delivered to the Agent or the Lender in accordance with the terms hereof.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations are paid in full, PledgorPledgor agrees to: (a) will defend 5.1 Preserve and protect the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests Collateral; 5.2 Not create, incur, assume or other permit to exist any liens, encumbrances, except the security interests, lienslevies, assessments or charges on or in any of the Collateral, except those approved in writing by Pledgee; 5.3 Promptly pay and encumbrances granted discharge before the same become delinquent all taxes, assessments and governmental charges or levies imposed on Pledgor or any of the Collateral except to Secured Party pursuant to this Agreement; extent the same are being contested in good faith by appropriate proceedings and except as specifically permitted herein will not the amount thereof is being reserved in accordance with GAAP, provided that in any such case no lien could arise in favor of a taxing authority, which lien could impair the enforceability or priority of Pledgee's security interest in the Collateral; 5.4 Not sell, transferencumber, assign, deliver or otherwise dispose of or transfer any Pledged Collateral Collateral, or any right or interest therein without and agrees that it will (i) cause CCI and Posnet not to issue any other voting stock in addition to or in substitution for the Collateral, except to Pledgor, or in connection with outstanding stock options or with the prior written consent of Secured PartyPledgee and (ii) pledge hereunder, immediately upon Pledgor's acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of CCI and Posnet; (b) will notify Secured Party promptly 5.5 Appear in writing of and defend, at Pledgor's own expense, any change action or proceeding which may affect Pledgor's title to or Pledgee's interest in Pledgor’s address, specified on the attached Disclosure ScheduleCollateral; (c) in connection herewith, will 5.6 Procure or execute and deliver deliver, from time to Secured Party such time, in form and substance satisfactory to Pledgee, any stock powers, bond powers, endorsements, assignments, financing statements, assignments and estoppel certificates or other documents and do such other things writings reasonably deemed necessary that relate or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Pledged Collateral and the Security Interest as Secured Party may requestpriority thereof, and pay all costs take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Pledgee may reasonably request to effectuate the intent of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Partythis Pledge Agreement; (d) will pay all taxes, assessments and other charges 5.7 If Pledgee gives value for the stated purpose of every nature which may be imposed, levied enabling Pledgor to acquire rights in or assessed against the Pledged use of any Collateral, except use such value only for taxes that are being diligently contested in good faithsuch purpose; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC)5.8 Keep separate, equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually accurate and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any complete records of the Collateral consisting and provide Pledgee with access thereto and to Pledgor's financial records, in each case with the right to make extracts therefrom in accordance with the Loan Agreement; 5.9 Provide Pledgee with copies of Ownership Interests all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to be filed; 5.10 Provide Pledgee with such other information pertaining to the Collateral as a Financial Asset orPledgee may reasonably request from time to time; and 5.11 Maintain and preserve its corporate or other legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its business.

Covenants of Pledgor. Until the final Pledgor covenants and indefeasible payment to agrees that until all Secured Party in cash and performance of the Pledgor Obligations have been indefeasibly paid in full, Pledgor: (a) will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein Pledgor will not sell, assign, transfer, assignpledge, deliver or otherwise dispose encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or ▇▇▇▇▇ ▇ ▇▇▇▇ in the Pledged Collateral. If any Pledged Collateral, or any part thereof, is sold, transferred or otherwise disposed of in violation of this Section 6, the security interest therein without of the prior written consent of Secured PartyTrust shall continue in the Pledged Collateral notwithstanding such sale, transfer or other disposition, and the Pledgor will deliver any proceeds thereof to the Trust to be held as Pledged Collateral hereunder; (b) will notify Secured Party Pledgor will, at the Trust’s expense secured by the Pledged Collateral, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Trust from time to time may reasonably request in writing order to ensure to the Trust the benefits of the Liens in and to the Pledged Collateral, including the filing of any change necessary UCC financing statements, which may be filed by the Trust with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with the Trust, at the Trust’s expense secured by the Pledged Collateral, in Pledgor’s addressobtaining all necessary approvals and making all necessary filings under federal, specified on state, or local law in connection with such Liens or any sale or transfer of the attached Disclosure SchedulePledged Collateral; (c) in connection herewithPledgor will maintain, will execute preserve and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate defend the title to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs Lien of title searches and filing financing statements, assignments and the Trust thereon against the claim of any other documents in all public offices requested by Secured Party;person; and (d) will Pledgor agrees to pay prior to delinquency all taxes, charges, assessments and other charges of every nature which may be imposed, levied or assessed claims against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset or.

Covenants of Pledgor. Until (a) Pledgor agrees in general: (i) to indemnify Secured Party against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (ii) to pay all costs and expenses, including reasonable attorneys' fees, incurred by Secured Party any time after the final occurrence of an Event of Default under the Lease or as such costs and indefeasible payment expenses relate to a breach by Pledgor of any representation or warranty contained in Article 3 of the Purchase Agreement, in the realization, enforcement and exercise of its rights, powers and remedies hereunder; (iii) to permit Secured Party to exercise its powers; (iv) to execute and deliver such documents as Secured Party deems necessary to create, perfect and continue the security interests contemplated hereby; and (v) not to change its chief place of business or the place where Pledgor keeps any records concerning the Pledged Owner's Shares without first giving Secured Party written notice of the address to which Pledgor is moving same. (b) Pledgor agrees with regard to the Security Fund: (i) not to permit any lien on the Security Fund except in favor of Secured Party; (ii) not to withdraw any funds from any deposit account pledged to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgor: hereunder without Secured Party's prior written consent; (aiii) will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted not to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver hypothecate or otherwise dispose of any of the Pledged Collateral Owner's Shares or any interest therein therein, without the prior written consent of Secured Party; ; (biv) will notify to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Pledged Owner's Shares and to permit Secured Party promptly in writing of to inspect the same at any change in Pledgor’s address, specified on the attached Disclosure Schedule; reasonable time; (cv) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices if requested by Secured Party; (d) will pay all taxesParty following an Event of Default under the Lease or an Indemnity Event, assessments to receive and other charges of every nature which may be imposed, levied or assessed against use reasonable diligence to collect proceeds from the Pledged CollateralOwner's Shares, except for taxes that are being diligently contested in good faith; trust and as part of the Security Fund to be held in accordance with Section 2(a) above; (evi) not to commingle Pledged Owner's Shares with other property; (vii) to provide any service and do any other acts or things necessary to keep the Pledged Owner's Shares free and clear of all defenses, rights of offset and counterclaims; and (viii) if the Pledged Owner's Shares consists of securities and so long as no Event of Default or Indemnity Event exists, to vote said securities and to give consents, waivers and ratifications with respect to any Pledged Collateral thereto, provided that is a “Financial Asset” no vote shall be cast or “Security Entitlement” (as such terms are defined in Article 8 of the UCC)consent, equity security, stock (common waiver or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, ratification given or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit action taken which would impair Secured Party's interest in the Security Fund or be inconsistent with or violate any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any provisions of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orthis Agreement.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the The Pledgor Obligations in full, Pledgor: hereby agrees: (a) will defend to procure, -------------------- execute and deliver from time to time any and all endorsements, assignments, financing statements, notices and other writings necessary or appropriate to perfect, maintain and protect the Pledged Collateral against Agent's security interest hereunder and the claims priority thereof and demands to deliver promptly to the Collateral Agent all originals of all Collateral or proceeds consisting of chattel paper or instruments; (b) not to surrender or lose possession of (other parties; will keep than to the Pledged Collateral free from all security interests Agent or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to as otherwise permitted by this Agreement; and except as specifically permitted herein will not ), sell, transferencumber, assign, deliver or otherwise dispose of or transfer, any Pledged Collateral or any right or interest therein without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; other than as otherwise permitted under this Agreement; (c) in connection herewith, will execute to account fully for and promptly to deliver to Secured Party the Collateral Agent, in the form received, all proceeds received, endorsed to the Collateral Agent as appropriate and accompanied by such financing statements, assignments and other documents and do such other things reasonably necessary that relate to powers, duly executed, as the Pledged Collateral and the Security Interest as Secured Party may Agent shall request, and pay until so delivered all costs Collateral and proceeds shall be held in trust for the Collateral Agent, separate from all other property of title searches the Pledgor and filing financing statements, assignments and other documents in all public offices requested by Secured Party; identified as being subject to the interest of the Collateral Agent; (d) not to move its chief executive office to a new location unless (i) the Secured Party shall have approved such move in writing or (ii) (A) the Pledgor shall have given the Secured Party not less than 20 days prior notice thereof, (B) the new location shall be within one of the 50 States of the United States or the District of Columbia and (C) the Collateral Agent shall have received such evidence reasonably satisfactory to it as it may reasonably request (including acknowledgment copies of financing statements and opinions of counsel) that Pledgor's rights with respect to the Collateral will pay all taxes, assessments and other charges of every nature which may not be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; adversely affected by such move; (e) with respect to any Pledged do, to the extent permitted by this Agreement, all acts to maintain, preserve and protect the Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 an owner of assets of the UCC)same type as the Collateral would deem customarily necessary or desirable therefor; and (f) to appear in and defend, equity securityat the Pledgor's cost and expense, stock (common any action or preferred), a security convertible into stock, a stock warrant, a right proceeding which may affect its title to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit the Secured Party's interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orCollateral.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations are paid in full, PledgorPledgor agrees to: (a) will defend 5.1 Preserve and protect the Pledged Collateral against Collateral, provided that this obligation shall not require Pledgor to protect or preserve physical stock certificates to the claims and demands extent such certificates are in the possession of all other parties; will keep the Pledged Collateral free from all security interests Pledgee; 5.2 Not create, incur, assume or other permit to exist any liens, encumbrances, except the security interests, lienslevies, assessments or charges on or in any of the Collateral, except Permitted Encumbrances; 5.3 Promptly pay and encumbrances granted discharge before the same become delinquent all taxes, assessments and governmental charges or levies imposed on Pledgor or any of the Collateral except such taxes, assessments and governmental charges or levies, if any, which are being contested in good faith and as to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not which, at Pledgee's option, a reserve against Borrower's Availability may be created; 5.4 Not sell, transferencumber, assign, deliver or otherwise dispose of or transfer any Pledged Collateral Collateral, or any right or interest therein without (other than Permitted Encumbrances) and agrees that it will (i) cause Subsidiary not to issue any other voting stock in addition to or in substitution for the Collateral, except to Pledgor, or in connection with outstanding stock options or with the prior written consent of Secured PartyPledgee and (ii) pledge hereunder, immediately upon Pledgor's acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of Subsidiary; (b) will notify Secured Party promptly 5.5 Appear in writing of and defend, at Pledgor's own expense, any change action or proceeding which may affect Pledgor's title to or Pledgee's interest in Pledgor’s address, specified on the attached Disclosure ScheduleCollateral; (c) in connection herewith, will 5.6 Procure or execute and deliver deliver, from time to Secured Party such time, in form and substance satisfactory to Pledgee in its discretion reasonably exercised, any stock powers, bond powers, endorsements, assignments, financing statements, assignments and estoppel certificates or other documents and do such other things reasonably writings deemed necessary that relate or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Pledged Collateral and the Security Interest as Secured Party may requestpriority thereof, and pay all costs take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Pledgee may reasonably request to effectuate the intent of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Partythis Pledge Agreement; (d) will pay all taxes, assessments and other charges 5.7 If Pledgee gives value to enable Pledgor to acquire rights in or use of every nature which may be imposed, levied or assessed against the Pledged any Collateral, except use such value only for taxes that are being diligently contested in good faithsuch purpose; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC)5.8 Keep separate, equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually accurate and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any complete records of the Collateral consisting and provide Pledgee with access thereto with the right to make extracts therefrom; 5.9 Provide Pledgee with copies of Ownership Interests all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to be filed (including any extensions to such date); 5.10 Provide Pledgee with such other information pertaining to the Collateral as a Financial Asset orPledgee may reasonably request from time to time; and 5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its business.

Covenants of Pledgor. Until the final Pledgor covenants and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgoragrees as follows: (a) will 6.1 Pledgor shall perform and comply with all obligations and conditions on its part to be performed hereunder, under the Constituent Agreement and with respect to the Collateral. 6.2 Pledgor shall, so long as any Obligations shall be outstanding, defend its title to the Pledged Collateral and the interest of Administrative Agent in the Collateral pledged hereunder against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests persons whomsoever. 6.3 Pledgor shall not directly or other encumbrancesindirectly create, except the security interestsincur, liens, charges and encumbrances granted assume or suffer to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver exist any liens on or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any part of the Collateral (other than the Lien created by this Agreement and other Permitted Liens). 6.4 Pledgor will not file or authorize or permit to be filed in any jurisdiction any financing statements under the UCC or any like statement relating to the Collateral in which Administrative Agent is not named as the sole secured party. 6.5 Except as permitted by the Credit Agreement or this Agreement, Pledgor will not cause, suffer or permit the sale, assignment, conveyance or other transfer of all or any portion of Pledgor's ownership interest or interests in the Pledged Collateral that is a “Financial Asset” Portfolio Entity. As used herein, the transfer of an ownership interest in the Pledged Portfolio Entity includes (i) the sale, assignment, pledge, hypothecation, transfer or “Security Entitlement” other disposition (voluntarily or involuntarily, by gift or otherwise, and whether as security or otherwise) of an equity interest in any Person substantially all of the assets of which consist directly or indirectly of an interest in the Pledged 6.6 Except as permitted by the Credit Agreement, Pledgor shall not terminate, modify or amend the Constituent Agreement. 6.7 Pledgor shall give to Administrative Agent prompt notice of (i) each material demand or notice received or given by it relating to the Constituent Agreement; and (ii) any Default, Event of Default or event which with the giving of notice or the passage of time or both might become an Event of Default (as such terms "Default" and "Event of Default" are defined in Article 8 of the UCC)Constituent Agreement) under the Constituent Agreement, equity securitywhether by the Pledged Portfolio Entity, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock Pledgor or any security convertible into other Person, of which Pledgor has knowledge or exchangeable for stock, a partnership interest or profit interest has received notice. 6.8 If Pledgor in any partnership (general or limited), its capacity as an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any owner of the Pledged Collateral consisting Portfolio Entity receives any income or distribution of Ownership Interests), money or permit property of any kind from the issuer of such Ownership Interest to elect to (including, but not limited to, Pledged Portfolio Entity other than as permitted hereby or by amending or otherwise modifying the formation documents of such issuer), treat any Section 7.2 of the Collateral consisting Credit Agreement, Pledgor shall hold such income or distribution as trustee for and shall deliver the same to Administrative Agent. 6.9 Pledgor will, at all times, keep accurate and complete records of Ownership Interests the Collateral. Pledgor shall permit representatives of Administrative Agent, upon reasonable prior notice, at any time during normal business hours of Pledgor to inspect and make abstracts from Pledgor's books and records pertaining to the Collateral. Upon the occurrence and during the continuation of any Event of Default, at Administrative Agent's request, Pledgor shall promptly deliver copies of any and all such records to Administrative Agent. 6.10 Pledgor shall give Administrative Agent at least 45 days' notice before it changes the location of its place of business, chief executive office or state of organization and shall at the expense of the Pledged Portfolio Entity execute and deliver such instruments and documents as may be required by Administrative Agent to maintain a Financial Asset orprior perfected security interest in the Collateral.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the The Pledgor Obligations in full, Pledgor: hereby agrees: (a) will defend to procure, -------------------- execute and deliver from time to time any and all endorsements, assignments, financing statements, notices and other writings necessary or appropriate to perfect, maintain and protect the Pledged Collateral against Agent's security interest hereunder and the claims priority thereof and demands to deliver promptly to the Collateral Agent all originals of all Collateral or proceeds consisting of chattel paper or instruments; (b) not to surrender or lose possession of (other parties; will keep than to the Pledged Collateral free from all security interests Agent or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to as otherwise permitted by this Agreement; and except as specifically permitted herein will not ), sell, transferencumber, assign, deliver or otherwise dispose of or transfer, any Pledged Collateral or any right or interest therein without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; other than as otherwise permitted under this Agreement; (c) in connection herewith, will execute to account fully for and promptly to deliver to Secured Party the Collateral Agent, in the form received, all proceeds received, endorsed to the Collateral Agent as appropriate and accompanied by such financing statements, assignments and other documents and do such other things reasonably necessary that relate to powers, duly executed, as the Pledged Collateral and the Security Interest as Secured Party may Agent shall request, and pay until so delivered all costs Collateral and proceeds shall be held in trust for the Collateral Agent, separate from all other property of title searches the Pledgor and filing financing statements, assignments and other documents in all public offices requested by Secured Party; identified as being subject to the interest of the Collateral Agent; (d) not to move its chief executive office to a new location unless (i) the Required Secured Parties shall have approved such move in writing or (ii) (A) the Pledgor shall have given the Secured Parties not less than 20 days prior notice thereof, (B) the new location shall be within one of the 50 States of the United States or the District of Columbia and (C) the Collateral Agent shall have received such evidence reasonably satisfactory to it as it may reasonably request (including acknowledgment copies of financing statements and opinions of counsel) that Pledgor's rights with respect to the Collateral will pay all taxes, assessments and other charges of every nature which may not be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; adversely affected by such move; (e) with respect to any Pledged do, to the extent permitted by this Agreement, all acts to maintain, preserve and protect the Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 an owner of assets of the UCC)same type as the Collateral would deem customarily necessary or desirable therefor; and (f) to appear in and defend, equity securityat the Pledgor's cost and expense, stock (common any action or preferred), a security convertible into stock, a stock warrant, a right proceeding which may affect its title to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit the Secured Parties' interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orCollateral.

Covenants of Pledgor. Until the final Pledgor hereby covenants and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgoragrees as follows: (a) will defend To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Pledged Collateral, and to defend, at its sole expense, the title to the Collateral against and any part of the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured PartyCollateral; (b) will notify Secured Party promptly To cooperate fully with Agent’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Agent may in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedulegood faith direct; (c) To cause Company to maintain proper books of record and account in connection herewithwhich full, will execute true and deliver to Secured Party such financing statements, assignments correct entries are made of all dealings and other documents and do such other things reasonably necessary that relate transactions in relation to the Pledged Collateral and which reflect the Security Interest as Secured Party may request, and pay all costs lien of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured PartyAgent on the Collateral; (d) will pay To deliver immediately to Agent any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and to execute and deliver to Agent one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Agent, pursuant to which Pledgor assigns, in blank, all taxes, assessments Ownership Interests and other charges Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Agent as part of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) To execute and deliver to Agent such financing statements as Agent may request with respect to the Ownership Interests, and to take such other steps as Agent may from time to time reasonably request to perfect Agent’s security interest in the Ownership Interests under applicable law; (f) Not to sell, discount, allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of the Collateral or any part of the Collateral; (g) After an Event of Default under the Loan Documents (including but not limited to this Agreement) has occurred and is continuing, not to receive any dividend or distribution or other benefit with respect to Company, and not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of the terms and provisions of this Agreement, or any of the Loan Documents or that would materially impair the position or interest of Agent in the Collateral or dilute the Ownership Interests pledged to Agent under this Agreement; (h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Collateral, other than liens in favor of Agent, for its benefit and the benefit of the Lenders, and liens in favor of the Term Credit Agent pursuant to the Term Credit Documents; (i) That Pledgor will, upon obtaining ownership of any other Ownership Interests otherwise required to be pledged to Agent, for its benefit and the benefit of the Lenders, pursuant to any of the Loan Documents, which Ownership Interests are not already Pledged Interests, within five (5) Business Days deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such additional Ownership Interests pursuant to which Pledgor shall pledge to Agent, for its benefit and the benefit of the Lenders, all of such additional Ownership Interests. Prior to the delivery thereof to Agent, all such additional Ownership Interests shall be held by Pledgor separate and apart from its other property and in express trust for Agent, for its benefit and the benefit of the Lenders; (j) That Pledgor consents to the admission of Agent (and its assigns or designee) as a member, partner or stockholder of Company upon Agent’s acquisition of any of the Ownership Interests; and (k) Pledgor shall not take any action to cause any membership interest of the Collateral that to be or become a “security” within the meaning of, or to be governed by, Article 8 (Investment Securities) of the UCC as in effect under the laws of any state having jurisdiction, and shall not cause any Subsidiary to “opt in” or to take any other action seeking to establish any membership interest of the Collateral as a “security” or to become certificated; provided that, for the avoidance of doubt, this clause (k) shall not apply to any membership interest of the Collateral that, as of the date hereof, is a “Financial Assetsecurity” or “Security Entitlement” within the meaning of Article 8 (Investment Securities) of the UCC as in effect under the laws of any state having jurisdiction so long as such terms are defined membership interest is certificated and delivered to the Administrative Agent in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset oraccordance with Section 1(a) hereof.

Covenants of Pledgor. Until a. Pledgor Agrees in General: (i) to indemnify Secured Party against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (ii) to pay all costs and expenses, including reasonable attorneys' fees, incurred by Secured Party any time after the final occurrence of an Event of Default in the realization, enforcement and indefeasible payment exercise of its rights, powers and remedies hereunder; (iii) to permit Secured Party to exercise its powers; (iv) to execute and deliver such documents as Secured Party deems necessary to create, perfect and continue the security interests contemplated hereby; and (v) not to change its chief place of business or the place where Pledgor keeps any records concerning the Units without first giving Secured Party written notice of the address to which Pledgor is moving same. b. Pledgor Agrees with regard to the Security Fund: (i) not to permit any lien on the Security Fund except in favor of Secured Party and any lien in favor of Well▇ ▇▇▇go Bank to secure the Guaranty of Alter of the obligations of Lessee under the Credit Facility (the "Senior Lien"); (ii) not to withdraw any funds from any deposit account pledged to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgor: hereunder without Secured Party's prior written consent; (aiii) will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted not to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver hypothecate or otherwise dispose of any Pledged Collateral of the Units or any interest therein except with respect to the Senior Lien, without the prior written consent of Secured Party; ; (biv) will notify to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Units and to permit Secured Party promptly in writing of to inspect the same at any change in Pledgor’s address, specified on the attached Disclosure Schedule; reasonable time; (cv) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices if requested by Secured Party; Party following an Event of Default under any Percentage Lease, to receive and use reasonable diligence to collect proceeds from the Units, in trust and as part of the Security Fund to be held in accordance with Section l(a) above; (dvi) will pay not to commingle Units with other property; (vii) to provide any service and do any other acts or things necessary to keep the Units free and clear of all taxesdefenses, assessments rights of offset and other charges counterclaims; and (viii) if the Units consists of every nature which may be imposedsecurities and so long as no Event of Default exists, levied or assessed against the Pledged Collateralto vote said securities and to give consents, except for taxes that are being diligently contested in good faith; (e) waivers and ratifications with respect to any Pledged Collateral thereto, provided that is a “Financial Asset” no vote shall be cast or “Security Entitlement” (as such terms are defined in Article 8 of the UCC)consent, equity security, stock (common waiver or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, ratification given or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset oraction taken which would impair Secured

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgor: (a) will defend Pledgor agrees (i) to pay and perform all Secured Obligations when due; (ii) to permit Secured Party to exercise its powers; and (iii) to execute and deliver such documents as Secured Party reasonably deems necessary to create, perfect and continue the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party;contemplated hereby. (b) will notify Until the pledge and security interest granted hereunder terminates in accordance with Section 2.02, Pledgor agrees, with regard to the Collateral and Proceeds, unless Secured Party promptly agrees otherwise in writing of in its sole discretion, (i) except as permitted pursuant to Section 4.03 hereof, not to permit any change in Pledgor’s address, specified Bank Lien on the attached Disclosure Schedule;Collateral or Proceeds, except in favor of Secured Party; (ii) other than as permitted pursuant to Section 4.03 hereof, not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, including, without limitation, pursuant to any hedging, factoring, collars, straddles, swaps or other derivative instruments in respect of the Pledged Stock; (iii) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Secured Party to inspect the same and make copies thereof at any reasonable time with reasonable notice; (iv) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (v) if the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Secured Party’s interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Agreement. (c) in connection herewithPledgor agrees to pay, will execute and deliver prior to Secured Party such financing statementsdelinquency, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, charges, liens and assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of and Proceeds arising from the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any Pledgor’s ownership of the Collateral consisting and Proceeds, and upon the failure of Ownership Interests as a Financial Asset orPledgor to do so, Secured Party at its option may pay any of them and shall in its reasonable discretion determine the legality or validity thereof and the amount necessary to discharge the same. Any such payments made by Secured Party shall be obligations of Pledgor to Secured Party, due and payable immediately upon demand, together with interest at the rate of 3 percentage points above the Columbus Bank “prime rate” in effect on the date said sum was first due, and shall be secured by the Collateral and Proceeds, subject to all terms and conditions of this Agreement.

Covenants of Pledgor. Until (a) Pledgor agrees in general: (i) to indemnify Secured Party against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (ii) to pay all costs and expenses, including reasonable attorneys' fees, incurred by Secured Party any time after the final occurrence of an Event of Default under the Lease or as such costs and indefeasible payment expenses relate to a breach by Pledgor of any representation or warranty contained in Article 3 of the Contribution Agreement, in the realization, enforcement and exercise of its rights, powers and remedies hereunder; (iii) to permit Secured Party to exercise its powers; (iv) to execute and deliver such documents as Secured Party deems necessary to create, perfect and continue the security interests contemplated hereby; and (v) not to change its chief place of business or the place where Pledgor keeps any records concerning the Pledged Owner's Shares without first giving Secured Party written notice of the address to which Pledgor is moving same. (b) Pledgor agrees with regard to the Security Fund: (i) not to permit any lien on the Security Fund except in favor of Secured Party; (ii) not to withdraw any funds from any deposit account pledged to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgor: hereunder without Secured Party's prior written consent; (aiii) will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted not to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver hypothecate or otherwise dispose of any of the Pledged Collateral Owner's Shares or any interest therein therein, without the prior written consent of Secured Party which consent shall not be unreasonably withheld and provided further that Pledgor may convey or otherwise dispose of the Pledged Owner's Shares subject to Secured Party; (b) will notify 's written approval provided Pledgor substitutes collateral of an equal value which is approved by Secured Party promptly in writing of any change in Pledgor’s address, specified on (the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary acknowledges that relate to the junior lien of the Pledged Collateral Owner's Shares to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ does not constitute a hypothecation as described in this subsection); (iv) to keep, in accordance with generally accepted accounting principles, complete and the Security Interest as accurate records regarding all Pledged Owner's Shares and to permit Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices to inspect the same at any reasonable time; (v) if requested by Secured Party; (d) will pay all taxesParty following an Event of Default under the Lease or an Indemnity Event, assessments to receive and other charges of every nature which may be imposed, levied or assessed against use reasonable diligence to collect proceeds from the Pledged CollateralOwner's Shares, except for taxes that are being diligently contested in good faith; trust and as part of the Security Fund to be held in accordance with Section 2(a) above; (evi) not to commingle Pledged Owner's Shares with other property; (vii) to provide any service and do any other acts or things necessary to keep the Pledged Owner's Shares free and clear of all defenses, rights of offset and counterclaims; and (viii) if the Pledged Owner's Shares consists of securities and so long as no Event of Default or Indemnity Event exists, to vote said securities and to give consents, waivers and ratifications with respect to any Pledged Collateral thereto, provided that is a “Financial Asset” no vote shall be cast or “Security Entitlement” (as such terms are defined in Article 8 of the UCC)consent, equity security, stock (common waiver or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, ratification given or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit action taken which would impair Secured Party's interest in the Security Fund or be inconsistent with or violate any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any provisions of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orthis Agreement.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgor: (a) The Pledgor hereby covenants that, until the Repayment Date, it will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrancesnot, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party;the Agent and the Banks: (i) Sell, convey, or otherwise dispose of any of the Pledged Assets (other than cash distributions permitted to be retained by the Pledgor pursuant to Section 2(d)) or any interest therein or create, incur, or permit to exist any pledge, mortgage, lien, charge, encumbrance or security interest whatsoever in or with respect to any of the Pledged Assets or the proceeds thereof, other than that created hereby; or (ii) Consent to or approve the issuance of any additional Capital Securities in the issuer of the Pledged Securities; or any Capital Securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such Capital Securities, or any warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such Capital Securities, unless, in each case, such additional Capital Securities, convertible Capital Securities, warrants, options, rights or other commitments, are pledged to the Agent pursuant to this Agreement; or (iii) Change its name, identity or organizational structure in any manner that might make any financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-402(7) of the UCC (or any other then applicable provision of the UCC) unless the Pledgor has given the Agent at least 90 days' prior written notice thereof or has delivered to the Agent acknowledgment copies of UCC-3 financing statements duly executed and duly filed in each jurisdiction in which UCC-l filings were required in order to perfect the security interest granted by this Pledge Agreement in the Pledged Assets and have taken all actions (or made arrangements to take such action substantially simultaneously with such change if it is impossible to take such action in advance) necessary or reasonably requested by the Agent to amend such financing statement or continuation statement so that it is not seriously misleading; or (iv) Change its chief executive office as set forth in Schedule 2 hereto unless it has given the Agent at least 90 days' prior written notice thereof or has delivered to the Agent acknowledgment copies of UCC-1 financing statements duly executed and filed in each of the filing offices in which UCC-1 filings are required in order to perfect any of the security interests granted hereunder in the Pledged Assets. (b) will notify Secured Party promptly The Pledgor warrants and will, at its own expense, defend the Agent's right, title, special property and security interest in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed Assets against the Pledged Collateralclaims of any person, except for taxes that are being diligently contested in good faith; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC)firm, equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture corporation or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orentity.

Covenants of Pledgor. Until (a) So long as this Security Agreement is in effect, Pledgor: (i) will endorse the final Promissory Notes, without restriction, to the order of Secured Party and indefeasible payment deliver the Promissory Notes to Secured Party; will assign any Mortgages securing the Promissory Notes to Secured Party and deliver such assignments to Secured Party; will assign the Contracts to Secured Party and deliver such assignments to Secured Party; will deliver to Secured Party any other documents or information in cash and performance of Pledgor's possession or control related to the Pledgor Obligations in full, Pledgor: Promissory Notes or the Contracts; (aii) will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this AgreementSecurity Interest; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; ; (biii) will notify Secured Party promptly in writing of any change in Pledgor’s 's address, specified on the attached Disclosure Schedule; above; (civ) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate relating to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; ; and (dv) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral. (b) In addition to the foregoing covenants, except so long as this Security Agreement is in effect Pledgor: (i) will notify Secured Party promptly in writing of any change in Pledgor's name, identity or corporate or other structure; (ii) will furnish to Secured Party financial statements in such form and at such intervals as Secured Party shall request; will keep, in accordance with generally accepted accounting principles consistently applied, accurate and complete books and records, including, without limitation, records concerning the Collateral; at Secured Party's request, will ▇▇▇▇ any and all such books and records to indicate the Security Interest; will permit Secured Party or its agents to audit and make extracts from or copies of such books and records and any of Pledgor's ledgers, reports, correspondence or other books and records pertaining to the Collateral; and will duly account to Secured Party's satisfaction, at such time or times as Secured Party may require, for taxes any of the Collateral; (iii) will not, without the prior written consent of Secured Party, file or authorize or permit to be filed in any public office any financing statement that are relates to the Collateral and names Pledgor as debtor but does not name Secured Party as secured party; (iv) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against Pledgor or any of Pledgor's assets, prior to the date of attachment of any penalties or liens with respect thereto (other than liens attaching prior to payment becoming due, if payment is made when due), provided, however, Pledgor shall not be required to pay any such tax, assessment or other charge so long as its validity is being diligently contested in good faith; faith by appropriate proceedings diligently conducted; (ev) with respect if at any time any Promissory Note and Mortgage ceases to be a Qualified Promissory Note and Mortgage or any Pledged Collateral that is Contract ceases to be a “Financial Asset” or “Security Entitlement” Qualified Contract (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”Loan Agreement), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any comply with the requirements of Section 7.1(d) of the Pledged Collateral consisting Loan Agreement; and (vi) will notify Secured Party promptly in writing of Ownership Interests), or permit any material adverse change in connection with the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orCollateral.

Covenants of Pledgor. Until Each Pledgor covenants and agrees as follows: 8.1 It shall, so long as any Obligations shall be outstanding, defend its title to the final Collateral pledged by it and indefeasible payment to the interest of the Secured Party in cash and performance of the Pledgor Obligations in full, Pledgor: (a) will defend the Pledged Collateral pledged by it hereunder against the claims and demands of all persons whomsoever which would be likely to materially adversely affect such Pledgor's title to, or the Secured Party's right or interest in, such Collateral. 8.2 It shall not directly or indirectly create, incur, assume or suffer to exist any liens on or with respect to any part of the Collateral pledged by it (other parties; than the Lien created by this Agreement and Permitted Liens). Each Pledgor will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, at its own cost and expense promptly take such action as may be necessary to discharge any such prohibited liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without . 8.3 Without the prior written consent of the Secured Party; (b) , it will notify not file or authorize or permit to be filed in any jurisdiction any financing statements under the UCC or any like statement relating to the Collateral in which the Secured Party promptly in writing is not named as the sole secured party. 8.4 It will not, except as permitted by this Agreement, without the consent of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements(i) sell, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may requestassign (by operation of law or otherwise) or otherwise dispose of, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) grant any option with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe forto, or an option to purchase hypothecate, encumber or grant any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent Lien with respect to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting pledged by it, or (ii) enter into any agreement which could reasonably be expected to restrict or inhibit the Secured Party's rights or ability to sell or otherwise dispose of Ownership Interests the Collateral or any part thereof after the occurrence and during the continuation of a Lease Event of Default. 8.5 It shall deliver or cause to be delivered to the Secured Party any new or additional shares of stock or limited liability company interests in any Subsidiary Guarantor issued to such Pledgor in accordance with this Agreement. 8.6 Each Pledgor will deliver hereunder, immediately upon acquisition (directly or indirectly) thereof, any and all writings evidencing any additional Collateral in accordance with Section 5. Each Pledgor hereby authorizes the Secured Party to modify this Agreement by unilaterally amending Schedule II to include such shares of stock or other securities. 8.7 Each Pledgor will, at all times, keep accurate and complete records of the Collateral. Each Pledgor shall permit representatives of the Secured Party, upon reasonable prior notice, at any time during normal business hours of such Pledgor to inspect and make abstracts from such Pledgor's books and records pertaining to the Collateral, subject to such Pledgor's reasonable security procedures. Upon the occurrence and during the continuation of any Lease Event of Default, at the Secured Party's request, each Pledgor shall promptly deliver copies of any and all such records to the Secured Party. 8.8 Each Pledgor shall give the Secured Party at least 30 days' notice before it changes the location of its place of business and chief executive office and shall execute and deliver such instruments and documents as may be required, or reasonably requested by the Secured Party, to maintain a Financial Asset orprior perfected security interest in the Collateral.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations are paid in full, PledgorPledgor agrees to: (a) will defend 5.1 Preserve and protect the Pledged Collateral against Collateral, provided that this obligation shall not require Pledgor to protect or preserve physical stock certificates to the claims and demands extent such certificates are in the possession of all other parties; will keep the Pledged Collateral free from all security interests Pledgee; 5.2 Not create, incur, assume or other permit to exist any liens, encumbrances, except the security interests, lienslevies, assessments or charges on or in any of the Collateral, except Permitted Encumbrances; 5.3 Promptly pay and encumbrances granted discharge before the same become delinquent all taxes, assessments and governmental charges or levies imposed on Pledgor or any of the Collateral except such taxes, assessments and governmental charges or levies, if any, which are being contested in good faith and as to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not which, at Pledgee's option, a reserve against Borrower's Availability may be created; 5.4 Not sell, transferencumber, assign, deliver or otherwise dispose of or transfer any Pledged Collateral Collateral, or any right or interest therein without (other than Permitted Encumbrances) and agrees that it will (i) cause Borrower and Finance not to issue any other voting stock in addition to or in substitution for the Collateral, except to Pledgor, or in connection with outstanding stock options or with the prior written consent of Secured PartyPledgee and (ii) pledge hereunder, immediately upon Pledgor's 3 acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of Borrower and Finance; (b) will notify Secured Party promptly 5.5 Appear in writing of and defend, at Pledgor's own expense, any change action or proceeding which may affect Pledgor's title to or Pledgee's interest in Pledgor’s address, specified on the attached Disclosure ScheduleCollateral; (c) in connection herewith, will 5.6 Procure or execute and deliver deliver, from time to Secured Party such time, in form and substance satisfactory to Pledgee in its discretion reasonably exercised, any stock powers, bond powers, endorsements, assignments, financing statements, assignments and estoppel certificates or other documents and do such other things reasonably writings deemed necessary that relate or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Pledged Collateral and the Security Interest as Secured Party may requestpriority thereof, and pay all costs take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Pledgee may reasonably request to effectuate the intent of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Partythis Pledge Agreement; (d) will pay all taxes, assessments and other charges 5.7 If Pledgee gives value to enable Pledgor to acquire rights in or use of every nature which may be imposed, levied or assessed against the Pledged any Collateral, except use such value only for taxes that are being diligently contested in good faithsuch purpose; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC)5.8 Keep separate, equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually accurate and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any complete records of the Collateral consisting and provide Pledgee with access thereto with the right to make extracts therefrom; 5.9 Provide Pledgee with copies of Ownership Interests all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to be filed (including any extensions to such date); 5.10 Provide Pledgee with such other information pertaining to the Collateral as a Financial Asset orPledgee may reasonably request from time to time; and 5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its business.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations are paid in full, PledgorPledgor agrees to: (a) will defend 5.1 Preserve and protect the Pledged Collateral against Collateral, provided that this obligation shall not require Pledgor to protect or preserve physical stock certificates to the claims and demands extent such certificates are in the possession of all other parties; will keep the Pledged Collateral free from all security interests Pledgee; 5.2 Not create, incur, assume or other permit to exist any liens, encumbrances, except the security interests, lienslevies, assessments or charges on or in any of the Collateral, except Permitted Encumbrances; 5.3 Promptly pay and encumbrances granted discharge before the same become delinquent all taxes, assessments and governmental charges or levies imposed on Pledgor or any of the Collateral except such taxes, assessments and governmental charges or levies, if any, which are being contested in good faith and as to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not which, at Pledgee's option, a reserve against Pledgor's Availability may be created; 5.4 Not sell, transferencumber, assign, deliver or otherwise dispose of or transfer any Pledged Collateral Collateral, or any right or interest therein without (other than Permitted Encumbrances) and agrees that it will (i) cause Subsidiary not to issue any other voting stock in addition to or in substitution for the Collateral, except to Pledgor, or in connection with outstanding stock options or with the prior written consent of Secured PartyPledgee and (ii) pledge hereunder, immediately upon Pledgor's acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of Subsidiary; (b) will notify Secured Party promptly 5.5 Appear in writing of and defend, at Pledgor's own expense, any change action or proceeding which may affect Pledgor's title to or Pledgee's interest in Pledgor’s address, specified on the attached Disclosure ScheduleCollateral; (c) in connection herewith, will 5.6 Procure or execute and deliver deliver, from time to Secured Party such time, in form and substance satisfactory to Pledgee in its discretion reasonably exercised, any stock powers, bond powers, endorsements, assignments, financing statements, assignments and estoppel certificates or other documents and do such other things reasonably writings deemed necessary that relate or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Pledged Collateral and the Security Interest as Secured Party may requestpriority thereof, and pay all costs take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Pledgee may reasonably request to effectuate the intent of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Partythis Pledge Agreement; (d) will pay all taxes, assessments and other charges 5.7 If Pledgee gives value to enable Pledgor to acquire rights in or use of every nature which may be imposed, levied or assessed against the Pledged any Collateral, except use such value only for taxes that are being diligently contested in good faithsuch purpose; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC)5.8 Keep separate, equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually accurate and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any complete records of the Collateral consisting and provide Pledgee with access thereto with the right to make extracts therefrom; 5.9 Provide Pledgee with copies of Ownership Interests all reports, if any, filed by Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to be filed (including any extensions to such date); 5.10 Provide Pledgee with such other information pertaining to the Collateral as a Financial Asset orPledgee may reasonably request from time to time; and 5.11 Maintain and preserve its legal existence and all rights, privileges, franchises and other authority necessary for the conduct of its business.

Covenants of Pledgor. Until Pledgor hereby covenants and agrees, so long -------------------- as any amounts remain outstanding pursuant to the final and indefeasible payment to Secured Party in cash and performance of Credit Agreement, the Pledgor Obligations in fullMountaingate Note or any interest rate agreement secured hereby, Pledgor: (a) will defend to do all acts that may be necessary to maintain, preserve and protect any part of the Pledged Collateral against required to be delivered prior to the claims delivery of such Pledged Collateral to Bank, (b) to pay promptly when due all taxes, assessments, charges, encumbrances and demands liens now or hereafter imposed upon or affecting the Pledged Collateral, (c) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings deemed necessary or appropriate by Bank, in its reasonable judgment, to perfect, maintain and protect the security interest granted hereunder and the priority thereof, (d) to appear in and defend any action or proceeding which may have a material adverse effect on Pledgor's title to or Bank's interest in the Pledged Collateral, (e) to keep separate, accurate and PRICE TRUST PLEDGE AGREEMENT complete records of all the Pledged Collateral and to provide Bank with such records or copies thereof and such other parties; will reports and information relating to the Pledged Collateral as Bank may reasonably request from time to time, (f) without the written approval of Bank, not to transfer any Pledged Shares or Pledged Partnership Units or proceeds thereof or otherwise surrender or lose possession of, sell, encumber or otherwise dispose of or transfer any Pledged Collateral or right or interest therein, and to keep the Pledged Collateral free from of all liens (except for the security interests or other encumbrancescreated hereby), except and (g) after the security interestsoccurrence and during the continuation of an Event of Default under the Credit Agreement, liensthe Mountaingate Note, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (brate agreement secured hereby, or event specified in Paragraph 11(a) will notify Secured Party below, to account fully for and promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statementsBank, assignments and other documents and do such other things reasonably necessary that relate to in the Pledged Collateral and the Security Interest as Secured Party may requestform received, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any proceeds of the Pledged Collateral consisting endorsed to Bank as appropriate, and until so delivered all proceeds shall be held by Pledgor in trust for Bank, separate from all other property of Ownership Interests), or permit Pledgor and identified as the issuer property of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orBank.

Covenants of Pledgor. Until the final Pledgor hereby covenants and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgoragrees as follows: (a) will Pledgor shall defend Secured Party's right, title and security interest in and to the Pledged Collateral against the claims and demands of all other parties; will keep Persons and shall maintain and preserve Secured Party's Lien and security interest until indefeasible payment in full in cash of all of the Pledged Collateral free from all security interests or other encumbrancesObligations. (b) Pledgor shall not (i) sell, except the security interestslease, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sellassign, transfer, assign, deliver convey or otherwise dispose of all or any part of Pledgor's right, title or interest in or to the Pledged Collateral, whether such Pledged Collateral is owned directly or indirectly by Pledgor, (ii) create, incur or encumber or permit to exist on or with respect to all or any part of Pledgor's right, title and interest therein without in and to the prior written consent Pledged Collateral, any Lien, (iii) in its capacity as a shareholder of TAC, vote for any action, resolution, or amendment of the constituent documents of TAC which would alter the voting rights of holders of TAC common stock, or (iv) take any action to terminate, dilute, impair, modify, or limit Secured Party;'s rights or interests with respect to the Pledged Collateral. (bc) will Pledgor shall pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional common stock, other equity interests or other securities of the Company issued in substitution for, on account of, or otherwise as Proceeds of, the Interests. (d) Pledgor shall keep and maintain at its current principal place of business satisfactory and complete records of the Interests including, without limitation, a record of all payments received, all capital contributions made and all credits granted with respect to the Interests. Pledgor shall cause the Company to maintain the entries in its books and records pertaining to the Interests which evidence the security interest granted by this Agreement. Secured Party, its agents and representatives shall be granted access to, and the right to photocopy, such books and records maintained with respect to the Interests at all reasonable times on reasonable notice to Pledgor. (e) Pledgor shall do or cause to be done all things necessary to preserve and keep the existence of the Company in full force and effect and to cause the Company to remain qualified and licensed as necessary for the conduct of the Company's continued business and operations. (f) Pledgor shall notify Secured Party promptly of the issuance of any certificate evidencing Pledgor's ownership of Interests and deliver to Secured Party any such certificate endorsed in blank to Pledgor. (g) Pledgor shall notify Secured Party in writing at least 30 days in advance of any change in Pledgor’s address, specified on 's principal place of business . Pledgor shall give Secured Party at least 30 days written notice prior to any change in the attached Disclosure Schedule;jurisdiction of organization of the Company. (ch) in connection herewith, will execute and Pledgor shall deliver to Secured Party any and all information that Secured Party reasonably requests in writing sent as required by Section 19 regarding the Company, its properties, financial information, within ten Business Days of receipt of such request (to the extent such information is in the possession of Pledgor or can be obtained by Pledgor without violation of law or regulations). (i) Pledgor authorizes Secured Party to file or record financing statements, assignments statements and other filings or recording documents and do such other things reasonably necessary that relate or instruments with respect to the Pledged Collateral without the signature of Pledgor in such form and the Security Interest in such offices as Secured Party may requestreasonably determines appropriate to perfect the security interests of Secured Party under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. (j) Pledgor shall cause the Oak TAC Shares, together with the Accommodation TAC Shares (including any shares of the common stock of TAC pledged and included as collateral under this or under any other Pledge Agreement subsequent to the date hereof), to at all times constitute, in the aggregate, no less than 51% (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC, after giving effect to the pledge of additional issued and outstanding shares by Excalibur, Ball or any other holder of TAC shares. Secured Party has no obligation to notify Pledgor of the existence of the condition in which the Oak TAC Shares and the Accommodation TAC Shares, in the aggregate, do not equal at least 51% (or such larger percentage as the Lender, in its sole discretion, shall determine is necessary to control the management of TAC in light of the taking of any action by the board of directors of TAC that would require that the approval of more than 50% of the outstanding voting shares of TAC is necessary for the taking of any action by the shareholders, including, without limitation, the election of directors) of the issued and outstanding shares of common stock of TAC, or do not constitute at least 51% of the outstanding voting securities of TAC. (k) Pledgor shall cause TAC to file with the United States Securities and Exchange Commission, and pay take all costs of title searches and filing financing statementscommercially reasonable efforts to cause to become effective, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) a registration statement with respect to all shares of common stock or equity securities of TAC (i) as to which any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), Person has granted to Lender a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting under the provisions of any of the Pledged Collateral consisting of Ownership Interests)Pledge Agreement or otherwise, or permit (ii) which are subject to issuance upon the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any exercise of the Collateral consisting Warrants, in each case in accordance with the terms of Ownership Interests as a Financial Asset orthe Share Exchange Agreement and the Stock Purchase Agreement regarding such registration. Such registration statement may also register for sale any other shares owned by Ball, Excalibur or any other shareholders of TAC that desire to register shares for sale or resale.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance Pledgor hereby covenants that until all of the Pledgor Obligations to Bank have been satisfied in full, Pledgor: (aA) It will NOT: (i) sell, convey or otherwise dispose of any of the Pledged Collateral or any interest therein or create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever in or with respect to any of the Pledged Collateral or the proceeds thereof, other than that created hereby; or (ii) if the Pledged Collateral is a security not traded in an established market, consent to or approve the authorization and issuance of: (1) Any additional shares of any class of capital stock in the issuer of the Pledged Collateral, (2) Any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for any such shares of corporate stock; and (3) Any warrants, option, rights or other commitments entitling any person to purchase or otherwise acquire any such shares of corporate stock. (B) It will: (i) at its own expense, defend Bank’s right, title, and security interest in and to the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests any person, firm, corporation or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreemententity; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (bii) will notify Secured Party pay promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay when due all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against affecting the Pledged Collateral; (iii) procure, except for taxes that are being diligently contested in good faith; execute, and deliver from time to time any endorsement, assignment, financing statement, and other writing deemed necessary or appropriate by Bank to perfect, maintain and protect the security interest granted hereunder and the priority thereof; and (eiv) with respect promptly pay to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 Bank the amount of the UCC)all costs and expenses of Bank, equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, including but not limited to, affirmatively voting any reasonable attorneys’ fees incurred by Bank in connection with this Agreement and the enforcement of the Pledged Collateral consisting rights of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orBank hereunder.