Common use of Delivery of the Pledged Collateral Clause in Contracts

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor shall deliver as of the date hereof a certificate and/or book entry statement with respect to the Pledged Shares to be initially held by Clear Trust LLC (“ClearTrust”) as outlined in the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereof. All such certificates and instruments shall be held by ClearTrust for the benefit of the Secured Party hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the Pledgor. (b) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) share certificate (including, without limitation, any certificate representing a share dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”), the Pledgor shall deliver the Distribution Collateral to ClearTrust to hold in trust for the benefit of the Secured Party, shall segregate it from the Pledgor’s other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral forthwith to the ClearTrust in the exact form received, with any necessary endorsement and/or appropriate share powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor The Agent shall deliver as of the date hereof a certificate and/or book entry statement with respect to hold the Pledged Shares to be initially held by Clear Trust LLC (“ClearTrust”) as outlined in the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereof. All such certificates and instruments shall be held by ClearTrust for the benefit of the Secured Party hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or Pledgees, together with undated share stock powers executed in blank, all in form signature medallion guaranteed by an eligible institution and substance suitable for transfer, and Pledgor further agrees to execute such other documents and to take such other actions as the Agent or any Pledgee deems reasonably satisfactory necessary or desirable to create and perfect the Secured Party. If security interests intended to be created hereunder, to effect the foregoing and to permit the Agent and/or any Pledged Collateral consists Pledgee to exercise any of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the Pledgortheir rights and remedies hereunder. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends or interest payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or property, (iv) dividends, distributionsinterest and other distributions paid or payable other than in cash in respect of, cash, instruments, investment property and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus surplus, or (collectivelyvi) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral, such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting Pledged Collateral shall be, and shall forthwith be delivered to the “Distribution Collateral”), Agent for the Pledgor shall deliver benefit of the Distribution Collateral to ClearTrust Pledgees to hold as, Pledged Collateral and shall be received in trust for the benefit of the Secured PartyPledgees, shall segregate it be segregated from the Pledgor’s other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral be delivered forthwith to the ClearTrust Agent in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust the Agent for the benefit of the Secured Party Pledgees as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor shall deliver as of the date hereof a certificate and/or book entry statement with respect to All certificates representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time shall be initially held delivered to the Collateral Agent promptly upon the receipt thereof by Clear Trust LLC (“ClearTrust”) as outlined in or on behalf of the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereofPledgor. All such certificates and instruments shall be held by ClearTrust for the benefit or on behalf of the Secured Party Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the PledgorAgent. (b) If the Pledgor shall receive, by virtue of the Pledgor’s 's being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off spinoff or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 7(a) hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and dividends or other property distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”)surplus, the Pledgor shall deliver the Distribution Collateral to ClearTrust to hold receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Secured PartyCollateral Agent, shall segregate it from the Pledgor’s 's other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral it forthwith to the ClearTrust Collateral Agent in the exact form received, with any necessary endorsement indorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor The Agent shall deliver as of the date hereof a certificate and/or book entry statement with respect to hold the Pledged Shares to be initially held by Clear Trust LLC (“ClearTrust”) as outlined in the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereof. All such certificates and instruments shall be held by ClearTrust for the benefit of the Secured Party hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or Pledgees, together with undated share stock powers executed in blank, all in form signature guaranteed suitable for transfer, and substance Pledgor further agrees to execute such other documents and to take such other actions as the Agent or any Pledgee deems reasonably satisfactory necessary or desirable to create and perfect the Secured Party. If security interests intended to be created hereunder, to effect the foregoing and to permit the Agent and/or any Pledged Collateral consists Pledgee to exercise any of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the Pledgortheir rights and remedies hereunder. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends or interest payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or property, (iv) dividends, distributionsinterest and other distributions paid or payable other than in cash in respect of, cash, instruments, investment property and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus surplus, or (collectivelyvi) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral, such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting Pledged Collateral shall be, and shall forthwith be delivered to the “Distribution Collateral”), Agent for the Pledgor shall deliver benefit of the Distribution Collateral to ClearTrust Pledgees to hold as, Pledged Collateral and shall be received in trust for the benefit of the Secured PartyPledgees, shall segregate it be segregated from the Pledgor’s other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral be delivered forthwith to the ClearTrust Agent in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust the Agent for the benefit of the Secured Party Pledgees as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor shall deliver as of the date hereof a certificate and/or book entry statement with respect to All certificates currently representing the Pledged Shares shall be delivered to the Agent on or prior to the execution and delivery of this Pledge Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be initially held pledged to the Agent by Clear Trust LLC the Pledgor pursuant to the terms of this Pledge Agreement (“ClearTrust”the "Additional Collateral") as outlined in shall be delivered to the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereofwithin five (5) days of receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by ClearTrust for the benefit or on behalf of the Secured Party Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the PledgorAgent. (b) If the Pledgor shall receive, by virtue of the Pledgor’s 's being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 7(a) hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and dividends or other property distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”)surplus, the Pledgor shall deliver the Distribution Collateral to ClearTrust to hold receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Secured PartyAgent, shall segregate it from the Pledgor’s 's other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral it forthwith to the ClearTrust Agent in the exact form received, with any necessary endorsement indorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Agent as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor shall deliver as of the date hereof a certificate and/or book entry statement with respect to All certificates representing the Pledged Shares of Direct Insurance Company were delivered to the Agent on December 2, 1994, pursuant to the Loan Agreement of same date among Borrower, Pledgor, Agent, FTBNA, and others. All certificates representing the Pledged Shares of all other Subsidiaries were delivered to Agent prior to the date of execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time shall be initially delivered to the Agent promptly upon the receipt thereof by or on behalf of the Pledgor. Until such delivery to Agent such certificates and instruments shall be held by Clear Trust LLC (“ClearTrust”) as outlined in trust for the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereofbenefit of Agent. All such certificates and instruments shall be held by ClearTrust for the benefit or on behalf of the Secured Party Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the PledgorAgent. (b) If the Pledgor shall receive, by virtue of the Pledgor’s Pledgor being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off spinoff or split-off), promissory note or other instrument, ; (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, ; (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 6 hereof) or in securities or other property property; or (iv) dividends, distributions, cash, instruments, investment property and dividends or other property distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”)surplus, the Pledgor shall deliver the Distribution Collateral to ClearTrust to hold receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Secured PartyAgent, shall segregate it from the Pledgor’s 's other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral it forthwith to the ClearTrust Agent in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Agent as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon All certificates and instruments, if any, representing the Pledged Collateral shall be delivered to the Secured Party or to its designated agent upon the execution hereof, Pledgor and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time shall deliver as be delivered to the Secured Party or to its designated agent promptly upon the receipt thereof by or on behalf of the date hereof a certificate and/or book entry statement with respect to the Pledged Shares to be initially held by Clear Trust LLC (“ClearTrust”) as outlined in the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereofPledgor. All such certificates and instruments shall be held by ClearTrust for the benefit of the Secured Party or its designated agent pursuant hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to in the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the Pledgor. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off spinoff or split-off), promissory note or other instrument, ; (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, ; (iii) dividends distributions payable in cash (except such dividends distributions permitted to be retained by the Pledgor pursuant to Section 8 7 hereof) or in securities or other property property; or (iv) dividends, distributions, cash, instruments, investment property and other property distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”), the Pledgor shall deliver the Distribution Collateral to ClearTrust to hold receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust trust, for the benefit of the Secured Party, shall segregate it from the Pledgor’s 's other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral it forthwith to the ClearTrust Secured Party or to its designated agent in the exact form received, with any necessary endorsement indorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party or its designated agent as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor shall deliver as of the date hereof a certificate and/or book entry statement with respect to All certificates representing the Pledged Shares shall be delivered to the Lender on or prior to the date of the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time shall be initially delivered to the Lender promptly upon the receipt thereof by or on behalf of the Pledgor, and until such delivery shall be held by Clear Trust LLC (“ClearTrust”) as outlined in trust for the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereofbenefit of the Lender. All such certificates and instruments shall be held by ClearTrust for the benefit or on behalf of the Secured Party Lender pursuant hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the PledgorLender. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off spinoff or split-off), promissory note or other instrument, ; (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, ; (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property property; or (iv) dividends, distributions, cash, instruments, investment property and dividends or other property distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”)surplus, the Pledgor shall deliver the Distribution Collateral to ClearTrust to hold receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Secured PartyLender, shall segregate it from the Pledgor’s other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral it forthwith to the ClearTrust Lender in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Lender as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor Pledgee shall deliver as of the date hereof a certificate and/or book entry statement with respect to hold the Pledged Shares for its benefit and Pledgor further agrees to execute such other documents and to take such other actions as Pledgee deems reasonably necessary or desirable to create and perfect the security interests intended to be initially held by Clear Trust LLC (“ClearTrust”) as outlined in the Irrevocable Transfer Agent Instructions set forth in Annex A heretocreated hereunder, which is incorporated herein and made a part hereof. All such certificates and instruments shall be held by ClearTrust for the benefit of the Secured Party hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by including, without limitation, duly executed instruments of transfer or assignment or undated share stock powers executed endorsed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designeemedallion guarantee(s), with respect to effect the Pledged Securities without further consent by the Pledgorforegoing and to permit Pledgee to exercise any of its rights and remedies hereunder. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends or interest payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or property, (iv) dividends, distributionsinterest and other distributions paid or payable other than in cash in respect of, cash, instruments, investment property and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus surplus, or (collectivelyvi) cash paid, the “Distribution payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral”), the Pledgor such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting Pledged Collateral shall deliver the Distribution Collateral be, and shall forthwith be delivered to ClearTrust Pledgee to hold as, Pledged Collateral and shall be received in trust for the benefit of the Secured PartyPledgee, shall segregate it be segregated from the Pledgor’s 's other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral be delivered forthwith to the ClearTrust Pledgee in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Pledgee as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” . (c) If an event occurs that entitles the Pledgee to exercise its rights under this Agreement and acquire the Pledged Shares, then Pledgee shall mean have the specific portion right to acquire such Pledged Collateral, at the sole election of the Pledged Collateral that Pledgee, upon not less than 61 days’ prior notice to the Secured Party is entitled to receive, based on its proportionate share of the total Secured ObligationsPledgor.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor Pledgee shall deliver as of the date hereof a certificate and/or book entry statement with respect to hold the Pledged Shares for its benefit and ▇▇▇▇▇▇▇ further agrees to execute such other documents and to take such other actions as Pledgee deems reasonably necessary or desirable to create and perfect the security interests intended to be initially held by Clear Trust LLC (“ClearTrust”) as outlined in the Irrevocable Transfer Agent Instructions set forth in Annex A heretocreated hereunder, which is incorporated herein and made a part hereof. All such certificates and instruments shall be held by ClearTrust for the benefit of the Secured Party hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by including, without limitation, duly executed instruments of transfer or assignment or undated share stock powers executed endorsed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designeemedallion guarantee(s), with respect to effect the Pledged Securities without further consent by the Pledgorforegoing and to permit Pledgee to exercise any of its rights and remedies hereunder. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends or interest payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or property, (iv) dividends, distributionsinterest and other distributions paid or payable other than in cash in respect of, cash, instruments, investment property and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus surplus, or (collectivelyvi) cash paid, the “Distribution payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral”), the Pledgor such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting Pledged Collateral shall deliver the Distribution Collateral be, and shall forthwith be delivered to ClearTrust Pledgee to hold as, Pledged Collateral and shall be received in trust for the benefit of the Secured PartyPledgee, shall segregate it be segregated from the Pledgor’s 's other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral be delivered forthwith to the ClearTrust Pledgee in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Pledgee as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” . (c) If an event occurs that entitles the Pledgee to exercise its rights under this Agreement and acquire the Pledged Shares, then Pledgee shall mean have the specific portion right to acquire such Pledged Collateral, at the sole election of the Pledged Collateral that Pledgee, upon not less than 61 days’ prior notice to the Secured Party is entitled to receive, based on its proportionate share of the total Secured ObligationsPledgor.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor Pledgees shall deliver as of the date hereof a certificate and/or book entry statement with respect to hold the Pledged Shares to be initially held by Clear Trust LLC (“ClearTrust”) as outlined in the Irrevocable Transfer Agent Instructions set forth in Annex A heretoShares, which is incorporated herein and made a part hereof. All such certificates and instruments shall be held by ClearTrust for the benefit of the Secured Party hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or together with undated share stock powers executed in blank, all in form signature guaranteed suitable for transfer, for their benefit and substance Pledgor further agrees to execute such other documents and to take such other actions as the Pledgees reasonably satisfactory deem necessary or desirable to create and perfect the Secured Party. If security interests intended to be created hereunder, to effect the foregoing and to permit the Pledgees to exercise any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the Pledgortheir rights and remedies hereunder. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends or interest payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or property, (iv) dividends, distributionsinterest and other distributions paid or payable other than in cash in respect of, cash, instruments, investment property and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus surplus, or (collectivelyvi) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral, such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting Pledged Collateral shall be, and shall forthwith be delivered to the “Distribution Collateral”), the Pledgor shall deliver the Distribution Collateral to ClearTrust Pledgees to hold as, Pledged Collateral and shall be received in trust for the benefit of the Secured PartyPledgees, shall segregate it be segregated from the Pledgor’s other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral be delivered forthwith to the ClearTrust Pledgees in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Pledgees as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor The Trustee shall deliver as continue of the date hereof a certificate and/or book entry statement with respect to hold the Pledged Shares to be initially held by Clear Trust LLC (“ClearTrust”) as outlined in the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereof. All such certificates and instruments shall be held by ClearTrust name of the Trust for the benefit of the Secured Party hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory Pledgees pursuant to the Secured PartyTrust Agreement. If The Pledgor further agrees to execute such other documents and to take such other actions as any Pledged Collateral consists Pledgee deems reasonably necessary or desirable to create and perfect the security interests intended to be created hereunder, to effect the foregoing and to permit such Pledgee to exercise any of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the Pledgorrights and remedies hereunder. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends or interest payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or property, (iv) dividends, distributionsinterest and other distributions paid or payable other than in cash in respect of, cash, instruments, investment property and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus surplus, or (collectivelyvi) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral, such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting Pledged Collateral shall be, and shall forthwith be delivered to the “Distribution Collateral”), the Pledgor shall deliver the Distribution Collateral to ClearTrust Trustee to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured PartyPledgees, shall segregate it be segregated from the Pledgor’s 's other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral be delivered forthwith to the ClearTrust Trustee in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Trustee as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor FirstFire Global Opportunities Fund LLC (the “Collateral Agent”) shall deliver as of the date hereof a certificate and/or book entry statement with respect to hold the Pledged Shares to be initially held by Clear Trust LLC (“ClearTrust”) as outlined in the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereof. All such certificates and instruments shall be held by ClearTrust for the benefit of the Secured Party hereto Pledgees and shall each Pledgor further agrees to execute such other documents and to take such other actions as the Collateral Agent deems reasonably necessary or desirable to create and perfect the security interests intended to be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by created hereunder, including, without limitation, duly executed instruments of transfer or assignment or undated share stock powers executed endorsed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designeemedallion guarantee(s), with respect to effect the Pledged Securities without further consent by the Pledgorforegoing and to permit Pledgees to exercise any of their rights and remedies hereunder. (b) If the any Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends or interest payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or property, (iv) dividends, distributionsinterest and other distributions paid or payable other than in cash in respect of, cash, instruments, investment property and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus surplus, or (collectivelyvi) cash paid, the “Distribution payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral”), the Pledgor such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting Pledged Collateral shall deliver the Distribution be, and shall forthwith be delivered to Collateral to ClearTrust Agent to hold as, Pledged Collateral and shall be received in trust for the benefit of the Secured PartyPledgees, shall segregate it be segregated from the Pledgor’s other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral be delivered forthwith to the ClearTrust Collateral Agent in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor shall deliver as of the date hereof a certificate and/or book entry statement with respect to All Certificates currently representing the Pledged Shares shall be delivered to the Lender on or prior to the execution and delivery of this Agreement. All other Certificates constituting Pledged Collateral from time to time shall be initially held delivered to the Lender promptly upon the receipt thereof by Clear Trust LLC (“ClearTrust”) as outlined in or on behalf of the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereofPledgor. All such certificates and instruments Certificates shall be held by ClearTrust for the benefit or on behalf of the Secured Party Lender pursuant hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the PledgorLender. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and dividends or other property distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”)surplus, the Pledgor shall deliver the Distribution Collateral to ClearTrust to hold receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Secured PartyLender, shall segregate it from the Pledgor’s 's other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral it forthwith to the ClearTrust Lender in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Lender as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor shall deliver as of the date hereof a certificate and/or book entry statement with respect to All certificates currently representing the Pledged Shares shall be delivered to the Agent on or prior to the execution and delivery of this Pledge Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be initially held pledged to the Agent by Clear Trust LLC the Pledgor pursuant to the terms of this Pledge Agreement (“ClearTrust”the "ADDITIONAL COLLATERAL") as outlined in shall be delivered to the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereofwithin five (5) days of receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by ClearTrust for the benefit or on behalf of the Secured Party Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the PledgorAgent. (b) If the Pledgor shall receive, by virtue of the Pledgor’s 's being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 SECTION 7(A) hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and dividends or other property distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”)surplus, the Pledgor shall deliver the Distribution Collateral to ClearTrust to hold receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Secured PartyAgent, shall segregate it from the Pledgor’s 's other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral it forthwith to the ClearTrust Agent in the exact form received, with any necessary endorsement indorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Agent as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (ai) Upon execution hereof, Pledgor shall deliver as of the date hereof a certificate and/or book entry statement with respect to All certificates currently representing the Pledged Shares shall be delivered to the Agent on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time required to be initially held pledged to the Agent pursuant to the terms hereof (the "Additional Collateral") shall be delivered to the Agent promptly upon receipt thereof by Clear Trust LLC (“ClearTrust”) as outlined in or on behalf of the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereofPledgor. All such certificates and instruments shall be held by ClearTrust for the benefit or on behalf of the Secured Party Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery to Secured Party delivery, or shall be accompanied by duly executed instruments of transfer or assignment or undated share stock powers executed in blank, all in form and substance reasonably satisfactory to the Secured PartyAgent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees Pledgor shall cause the Agent (or its custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Secured Party Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Agent (or its designated custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with respect to entitlement orders by the Pledged Securities Agent without further consent by the Pledgor. (b) If the Pledgor shall receive, by virtue of the Pledgor’s 's being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and dividends or other property distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”)surplus, the Pledgor shall deliver the Distribution Collateral to ClearTrust to hold receive such stock certificate, instrument, option, right, payment or distribution in trust for the benefit of the Secured PartyAgent, shall segregate it from the Pledgor’s 's other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral it forthwith to the ClearTrust Agent, in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Agent as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor Pledgees as collateral agent (the “Collateral Agent”) so long as it has an outstanding loan to the Company shall deliver as of the date hereof a certificate and/or book entry statement with respect to hold the Pledged Shares to be initially held by Clear Trust LLC (“ClearTrust”) as outlined in the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereof. All such certificates and instruments shall be held by ClearTrust for the benefit of itself and Pledgees and Pledgor further agree to execute such other documents and to take such other actions as the Secured Party hereto Collateral Agent deems reasonably necessary or desirable to create and shall perfect the security interests intended to be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by created hereunder, including, without limitation, duly executed instruments of transfer or assignment or undated share stock powers executed endorsed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designeemedallion guarantee(s), with respect to effect the Pledged Securities without further consent by the Pledgorforegoing and to permit Pledgees to exercise any of their rights and remedies hereunder. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-offoft), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends or interest payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or property, (iv) dividends, distributionsinterest and other distributions paid or payable other than in cash in respect of, cash, instruments, investment property and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus surplus, or (collectivelyvi) cash paid, the “Distribution payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral”), the Pledgor such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting Pledged Collateral shall deliver the Distribution be, and shall forthwith be delivered to Collateral to ClearTrust Agent to hold as, Pledged Collateral and shall be received in trust for the benefit of the Secured PartyPledgees, shall segregate it be segregated from the Pledgor’s other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral be delivered forthwith to the ClearTrust Collateral Agent in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereof, Pledgor [ ] as collateral agent (the “Collateral Agent”) so long as it has an outstanding loan to the Company shall deliver as of the date hereof a certificate and/or book entry statement with respect to hold the Pledged Shares to be initially held by Clear Trust LLC (“ClearTrust”) as outlined in the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereof. All such certificates and instruments shall be held by ClearTrust for the benefit of itself and Pledgees and Pledgor further agree to execute such other documents and to take such other actions as the Secured Party hereto Collateral Agent deems reasonably necessary or desirable to create and shall perfect the security interests intended to be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by created hereunder, including, without limitation, duly executed instruments of transfer or assignment or undated share stock powers executed endorsed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designeemedallion guarantee(s), with respect to effect the Pledged Securities without further consent by the Pledgorforegoing and to permit Pledgees to exercise any of their rights and remedies hereunder. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share stock certificate (including, without limitation, any certificate representing a share stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends or interest payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or property, (iv) dividends, distributionsinterest and other distributions paid or payable other than in cash in respect of, cash, instruments, investment property and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus surplus, or (collectivelyvi) cash paid, the “Distribution payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral”), the Pledgor such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting Pledged Collateral shall deliver the Distribution be, and shall forthwith be delivered to Collateral to ClearTrust Agent to hold as, Pledged Collateral and shall be received in trust for the benefit of the Secured PartyPledgees, shall segregate it be segregated from the Pledgor’s other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral be delivered forthwith to the ClearTrust Collateral Agent in the exact form received, with any necessary endorsement and/or appropriate share stock powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion of the Pledged Collateral that the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.

Delivery of the Pledged Collateral. (a) Upon execution hereofAll certificates representing the Pledged Interests, Pledgor if any, shall deliver as of the date hereof a certificate and/or book entry statement with respect be delivered to Lender on or prior to the execution and delivery of this Security Agreement. All other certificates and instruments constituting Pledged Shares Collateral from time to time shall be initially delivered to Lender promptly upon the receipt thereof by or on behalf of Pledgor, and until such delivery shall be held by Clear Trust LLC (“ClearTrust”) as outlined in trust for the Irrevocable Transfer Agent Instructions set forth in Annex A hereto, which is incorporated herein and made a part hereofbenefit of Lender. All such certificates and instruments shall be held by ClearTrust for the benefit or on behalf of the Secured Party Lender pursuant hereto and shall be delivered in suitable form for transfer by delivery to Secured Party or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Company agrees that it will comply with instructions originated by the Secured Party (or its designated custodian, nominee or other designee), with respect to the Pledged Securities without further consent by the PledgorLender. (b) If the Pledgor shall receive, by virtue of the Pledgor’s its being or having been an owner of any Pledged Collateral, any (i) share membership interest certificate (including, without limitation, any certificate representing a share dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of sharesmembership interests, share splitsplit membership interest, spin-off spinoff or split-off), promissory note or other instrument, ; (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, ; (iii) dividends or distributions payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to as otherwise set forth in Section 8 6 hereof) or in securities or other property property; or (iv) dividends, distributions, cash, instruments, investment property and dividends or other property distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectivelysurplus, the “Distribution Collateral”), the Pledgor shall deliver the Distribution Collateral to ClearTrust to hold receive such membership interest certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Secured PartyLender, shall segregate it from the Pledgor’s other property and shall deliver to ClearTrust Pro Rata Amount of such Distribution Collateral it forthwith to the ClearTrust Lender in the exact form received, with any necessary endorsement and/or appropriate share membership interest powers duly executed in blank, to be held by ClearTrust for the benefit of the Secured Party Lender as Pledged Collateral and as further collateral security for the Secured Obligations. “Secured Party Pro Rata Amount” shall mean the specific portion . (c) If any of the Pledged Interests are not certificated, Pledgor shall, at Lender’s request, and at Pledgor’s expense, cause each such Pledged Interest to be certificated in accordance with all applicable laws and shall deliver the certificate(s) evidencing such Pledged Interests to Lender together with any necessary endorsement and/or membership interest powers duly executed in blank, to be held by Lender as Pledged Collateral that and as further collateral security for the Secured Party is entitled to receive, based on its proportionate share of the total Secured Obligations.