Common use of Pledge of Collateral Clause in Contracts

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoing. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As Each Loan Party hereby pledges, assigns and grants to Lender a security interest in all Shares in which such Loan Party has any interest, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the due and punctual payment and performance by Pledgor of all the Obligations. On the Closing Date, includingor, without limitationto the extent not certificated as of the Closing Date, all obligations within 10 Business Days of the certification of any Shares, or as required pursuant to Secured Party and Lenders under the Loan Documents and this Agreement (collectivelySection 6.11, the "Secured Obligations")certificate or certificates for such Shares, Pledgor hereby pledges to the extent certificated, will be delivered to Lender, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and assigns to Secured Partyconditions governing the Equity Interests in which a Loan Party has an interest, for its benefit and such Loan Party shall cause the benefit books of the Lenders, and grants to Secured Party, for its benefit and the benefit each Person whose Equity Interests are part of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and any transfer agent to reflect the foregoing. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit pledge of the LendersShares. Upon the occurrence and during the continuance of an Event of Default hereunder, all Lender may effect the transfer of any securities included in the Collateral (including the Shares) into the name of Lender and cause new certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver such securities to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered be issued in the name of PledgorLender or its transferee. Each Loan Party will execute and deliver such documents, duly endorsed and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in blank or accompanied by a stock or the Shares. Unless an Event of Default shall have occurred and be continuing, each Loan Party shall be entitled to exercise any voting rights with respect to the Shares in which it has an interest power duly executed by Pledgor and to give consents, waivers and ratifications in blankrespect thereof and, in form and substance satisfactory to Secured Partyany event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge terms of and Lien on the Collateral (free and clear this Agreement or which would constitute or create any violation of any other Liens)of such terms. All such rights to vote and give consents, including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following waivers and ratifications shall terminate upon the occurrence and continuation during the continuance of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As collateral security for the due payment, performance and punctual payment and performance by Pledgor observance of all of the Secured Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations"), each Pledgor hereby pledges and assigns to Secured PartyAgent (and its agents and designees), for its benefit and the benefit of the LendersSecured Parties, and grants to Secured PartyAgent (and its agents and designees), for its benefit and the benefit of the LendersSecured Parties, a continuing first priority security interest in in, all of the following property of such Pledgor, wherever located and Lien onwhether now or hereafter existing and whether now owned or hereafter acquired (all being collectively referred to herein as the “Pledged Collateral”): (a) those certain shares of capital stock or other equity interests owned beneficially and, if applicable, of record by each Pledgor listed on Schedule I attached hereto and made a part hereof (provided that the Pledged Collateral shall not include more than 65% of any voting capital stock or other voting equity interests of foreign issuers owned beneficially and, if applicable, of record by any Pledgor), and all proceeds cash, dividends, other securities, instruments, rights, and other property at any time and from time to time received or receivable in respect thereof and or in exchange for all or any part thereof, including without limitation, dividends, distributions, warrants, profits, rights to subscribe, rights to return of its rightcontribution, title conversion rights, liquidating dividends, and interest in and other rights (subject to the foregoing.Section 7 below); (b) Pledgor has all other property hereafter delivered to Secured Party, for its benefit and the benefit Agent (or any agent or bailee holding on behalf of the LendersAgent) by each Pledgor in substitution for or in addition to any of the foregoing, and all certificates and instruments representing the Collateral set forth on Schedule 1.1or evidencing such other property and all cash, dividends, other securities, instruments, rights, and Pledgor will deliver other property at any time and from time to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral time received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt receivable in respect thereof or acquisition of such Collateralin exchange for all or any part thereof, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, including without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Defaultdividends, at the option of Secured Partydistributions, the Collateral or any part thereof may be registered in the name of Secured Partywarrants, for its benefit and the benefit of the Lendersprofits, or of its or their nomineesrights to subscribe, conversion rights, liquidating dividends, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration.other rights; and (c) Secured Party all Proceeds of all of the foregoing. All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of Wisconsin as in effect from time to time (“UCC”) shall have the right to pay any taxes relating to same meanings herein as such terms are defined in the Collateral and any costs to preserve the CollateralUCC, which payments unless this Agreement shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationsotherwise specifically provide.

Pledge of Collateral. (a) As security for To secure the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all its obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectivelyhereunder, the "Secured Obligations")Customer hereby pledges, Pledgor hereby pledges and transfers, assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, Bank a continuing first priority security interest in in, and Lien ona right of set-off against, (A) the Collateral and all proceeds additions thereto and substitutions therefor, whether heretofore, now or hereafter received by or provided or delivered to the Bank, (B) any investments thereof and dividends, distributions, interest and other payments and rights with respect thereto and (C) any and all process of any and all of its right, title and interest in and to the foregoing. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered not released by the Bank to the Customer (the "Pledged Collateral"). The Customer confirms that it shall take the steps available to it that would be necessary to provide the Bank with a valid, first priority, perfected security interest in the name Pledged Collateral, and agrees that the Bank may take any action necessary to ensure that it has at all times a valid, first priority, perfected security interest in the Pledged Collateral. After giving effect to the Close-Out and Liquidation provisions hereof, the Bank may sell or cause to be sold (in whole or in part) any Pledged Collateral which is in its possession or control (or that of Pledgorits agents) in one or more sales or parcels at such prices as the Bank may deem commercially reasonable, duly endorsed in blank and for cash or accompanied by a stock on credit or interest power duly executed by Pledgor in blankfor other property, or for immediate or future delivery, without assumption of any credit risk at any broker's board or at public or private sale, in form and substance satisfactory any reasonable manner permissible under the Uniform Commercial Code (except that, to Secured Partythe extent permissible thereunder, with any and all documentary tax stamps and other documents necessary to cause Secured Partythe Customer hereby waives the requirements of said Code), for its benefit and the benefit Bank or anyone else may be the purchaser of any or all of the Lenders, to have a good, valid Pledged Collateral so sold and perfected continuing first priority pledge thereafter hold the same free from any claim or right of and Lien on the Collateral (free and clear of any other Liens)whatsoever kind, including, without limitation, any necessary notations in the corporate or other records books equity of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit redemption of the LendersCustomer, or any such right of its or their nominees, redemption being hereby expressly waived and Pledgor covenants that, upon demand released. The Bank shall then apply the proceeds thereof to all amounts owed by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay any taxes relating Customer to the Collateral and any costs to preserve Bank under this Agreement in such order as the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured ObligationsBank may deem appropriate in its sole discretion.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all other obligations now or hereafter owing by Pledgor to Secured Party and the Lenders under the Loan Documents and this Agreement (collectively, the "“Secured Obligations"”), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority perfected security interest in and Lien on, on the Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoing. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, all certificates and other documents and instruments representing Collateral described in clause (i) of the Collateral set forth on Schedule 1.1definition of Collateral, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates and other documents and instruments (as applicable) representing Collateral described in clauses (ii) and (iii) of the definition of Collateral received or acquired by Pledgor after the date hereof within five ten (510) Business Days after Pledgor's ’s acquisition and receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance reasonably satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected and continuing first priority pledge of of, security interest in, and Lien on the Collateral (free and clear of any Liens in favor of any Person other Liens)than those in favor of Secured Party and/or the Lenders, including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stakestake or other interest. At any time following the occurrence and during the continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or in the name of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake toor other interest in, to effect such registration. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor Parent of all of the Secured Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and pledges, assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, Company a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its his right, title and interest in and to the foregoingCollateral (the “Pledge”). (b) In the event the shares of Stock included in the Collateral are certificated: (i) simultaneously with the execution and delivery of this Agreement, the Pledgor has delivered is delivering to Secured Party, for its benefit and the benefit of the Lenders, all Company certificates representing the Collateral set forth on Schedule 1.1, shares of Stock described in clause (i) of Section 1(a) and Pledgor will deliver to Secured Party, for its benefit and the benefit Company all certificates relating to the Collateral described in clause (ii) of Section 1(a) within two (2) business days after the LendersPledgor’s acquisition thereof, all of which certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case shall be registered in the name of the Pledgor, duly endorsed in blank or accompanied by a stock or interest power powers duly executed by the Pledgor in blank, in form and substance satisfactory to Secured Party, together with any and all documentary tax stamps and any other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Company to have a good, valid and perfected continuing first priority pledge of of, lien on and Lien on security interest in the Collateral (Collateral, free and clear of any other Liensmortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, “Encumbrance,” and collectively, “Encumbrances”), including, without limitation, any necessary notations but subject to restrictions set forth in state and federal securities laws and restrictions set forth in the corporate or other records books Voting Agreement executed in connection with the signing of Pledgor or the Person in which such Collateral evidences an ownership stakeMerger Agreement. At any time following the occurrence and continuation of an Event of Default, any or all of the shares of Stock held by the Company hereunder may, at the option of Secured Partythe Company exercised in accordance with Sections 3(b), the Collateral or any part thereof may be registered in the name of Secured Party, for the Company or in the name of its benefit nominee; and (ii) the benefit Company hereby confirms receipt of the Lenders, or certificates representing the Collateral described in clause (i) of its or their nominees, Section 1(a) and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause agrees to hold such certificates in accordance with the Person in which such Collateral evidences an ownership stake to, effect such registrationterms of this Agreement. (c) Secured Party shall have In the right to pay any taxes relating to event the shares of Stock included in the Collateral are uncertificated, simultaneously with the execution and any costs to preserve the Collateral, which payments shall be part delivery of the Secured Obligations. No injury to, or loss or destruction of any ofthis Agreement, the Loan Pledgor, the Company and the applicable securities intermediary are entering into Securities Account Control Agreements with respect to such shares and the Pledgor agrees to take such further actions and execute, deliver and file such instruments and documents, including without limitation, one or more financing statements, as the Company may request to perfect the Company’s interest in the Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationspursuant to this Agreement.

Pledge of Collateral. (a) As additional security for the due and punctual payment and performance by Pledgor of all of the Obligations, including, without limitation, Secured Obligations and all of its obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations")Agreement, Pledgor hereby pledges and pledges, assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to the Secured Party, for its benefit and the benefit of the Lenders, Party a continuing first first-priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoingCollateral (the “Pledge”). (b) Pledgor has delivered agrees to take such actions and to execute, deliver and file such instruments and documents, including without limitation, one or more financing statements, as Secured Party may reasonably request to perfect Secured Party’s interest in the Collateral pursuant to this Agreement and to cause Secured Party to have a good, for its benefit valid and perfected first pledge of, lien on and security interest in the benefit Collateral, free and clear of any mortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, “Encumbrance,” and collectively, “Encumbrances”), but subject to restrictions on resale imposed pursuant to applicable federal and state securities laws or pursuant to Section 5.12 of the LendersContribution Agreement (the “Resale Restrictions”). At any time following an Event of Default, any or all certificates representing of the OP Units or other securities included in the Collateral set forth on Schedule 1.1may, at the option of Secured Party exercised in accordance with Sections 3(b) and 5(c), be registered in the names of Secured Party or in the name of its nominee. If any part of the Collateral at any time consists of securities, Pledgor will shall deliver to Secured Party, for its benefit and the benefit of the Lenders, Party all certificates representing the relating to such Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days days after Pledgor's receipt or ’s acquisition thereof, all of such Collateral, in each case which certificates shall be registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power instruments of transfer, duly executed by Pledgor Pledgor, undated and in blank, in form and substance satisfactory to Secured Party, together with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registrationdocuments. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor of all of the ObligationsSecured Obligations (whether at stated maturity, includingby required prepayment, declaration, acceleration, demand or otherwise, including without limitationlimitation the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, all obligations 11 U.S.C. §362(a)), whether allowed or allowable as claims, each Pledgor hereby (1) pledge, transfer, hypothecate and assign to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of ALL OF its right, title and interest in and to the foregoingCollateral, whether now owned or hereafter acquired, and (2) grants to Secured Party a continuing first priority lien on and security interest in and to the Collateral, whether now owned or hereafter acquired. As a condition to the Secured Party’s making the Loan (as defined in the Purchase Agreement), each Pledgor shall deliver to Lender UCC-1 financing statements with respect to the Secured Party’s lien on the Collateral. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by Party shall retain a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on security interest in the Collateral until the date on which each and every one of the Secured Obligations has been fully and indefeasibly performed in accordance with the terms of the Note, including the indefeasible payment in full of the principal amount of the Note, and all interest accrued thereon (free but excluding any indemnity obligation or other obligations which, by the terms of the Note, survive performance in full of the other obligations; provided, however, that none of such future indemnity obligations are then due and clear payable or reasonably likely to be due and payable in the foreseeable future (such obligations, the “Surviving Obligations”). Upon the occurrence and during the continuance of any an Event of Default (as defined in the Note), Secured Party may exercise, in addition to its other Liens)rights and remedies hereunder, or in the Note or the Guaranty, all rights and remedies of a secured party under the Code with respect to the Collateral as in effect at the time or otherwise available by action or actions at law or in equity, including, without limitation: (i) to sell, any necessary notations in assign and effectively transfer the corporate Collateral either at public or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Defaultprivate sale, at the option of Secured Party, without recourse to judicial proceedings and without either demand, appraisement, advertisement or notice of any kind, all of which are expressly waived; (ii) to proceed by way of appropriate judicial proceedings to have the Collateral sold at judicial sale, with or without appraisement; (iii) to seek an injunction of the prohibited action; (iv) make demand upon and receive from any or all Merchant Bank(s) all amounts in such Merchant Accounts, and all Merchant Banks may rely upon the authorization to release funds to Lender set forth herein and will be indemnified by Pledgors from any and all liability in connection with releasing funds to Lender; or (v) to pursue any other available legal remedy; and, out of the Proceeds of the sale of the Collateral, Secured Party shall be entitled to receive, by preference and priority over all Persons whatsoever, the full remaining and unpaid balance of the Secured Obligations, together with all interest, costs, reasonable attorneys’ fees and other charges; provided, however, that Secured Party shall provide Pledgors with reasonable prior notice of a public or private sale of the Collateral as required by the Code, and Pledgors hereby agree and stipulate that such notice shall be deemed to be commercially reasonable notice in satisfaction of the requirements of the Code. Without limiting the foregoing, Secured Party and/or any nominee(s) or designee(s) thereof, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except for any notice required by law) to or upon Pledgors, or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), pursuant to this Section 2 or otherwise in accordance with the Code upon such terms and conditions as Secured Party may deem advisable and at such prices and upon such other terms as Secured Party may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk irrespective of the impact of such sales on the market price of any Collateral. Secured Party and/or such nominee(s) or designee(s) shall have the right upon any public sale or sales, and, to the extent permitted by law, upon any private sale or sales, to purchase the Collateral so sold, free of any right or equity of redemption in Pledgors, which right or equity each of the Pledgors hereby waives and/or releases. Secured Party shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale in accordance with this Pledge Agreement. Secured Party may be registered the purchaser of any or all of the Collateral at any such sale and Secured Party shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by Secured party at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgors, and each Pledgor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may have at any time in the name future have under any rule of law or statute now existing or thereafter enacted. Each Pledgors agrees that, to the extent notice of sale shall be required by law, at least fifteen (15) days’ notice to Pledgors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Secured PartyParty shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcing the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the extent permitted by law, any claims against Secured Party arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, each Pledgor shall be liable for its benefit the deficiency and the benefit fees of any attorneys employed by Secured Party to collect such deficiency. To the extent permitted by applicable law, each Pledgor further waives and agrees not to assert any rights or privileges which it may acquire under Section 9-112 of the LendersCode. In connection with any sale of the Collateral, Secured Party may specifically disclaim any warranties of title or of its or their nomineesthe like, and such disclaimer shall not be considered adversely to affect the commercial reasonableness of such sale. If Secured Party sells any of the Collateral on credit, each Pledgor covenants thatwill be credited only with payments actually made by the purchaser, upon demand received by Secured PartyParty and applied to the indebtedness of such purchaser. In the event a purchaser fails to pay for the Collateral, Pledgor shall, Secured Party may resell the Collateral and Pledgors shall cause be credited with the Person in which such Collateral evidences an ownership stake to, effect such registrationproceeds of the sale. (c) In addition to the remedies described in Section 2(b) above, if any Event of Default shall occur and immediately upon the occurrence thereof and so long as such Event of Default shall be continuing: (i) Secured Party and/or its nominees or designees shall have the right to pay receive any taxes relating and all dividends, payments or distributions paid with respect to the Collateral Merchant Accounts and the other Collateral, as applicable, and make application thereof in accordance with this Pledge Agreement (and any costs to preserve dividends and other payments received in trust by Pledgors for the Collateral, which payments benefit of Secured Party shall be part segregated from the other funds of Pledgors), and (ii) at Secured Party’s election, all Merchant Accounts shall be transferred to Secured Party and/or one (1) or more nominee(s) or designee(s) thereof, and Secured Party and/or such nominee(s) or designee(s) may in the name of Pledgors or in Secured ObligationsParty’s and/or such nominee’s(s’) or designee’s(s’) own name, collect all payments and assets due Pledgor pursuant to the Merchant Accounts. No injury toFurther, unless and until Secured Party and/or such nominee(s) or loss designee(s) succeeds to actual ownership thereof, pursuant to the exercise of Secured Party’s remedies described in Section 2(b) above, neither Secured Party nor any such nominee or destruction designee shall be obligated to perform or discharge any obligation, duty or liability in connection with the Merchant Accounts. The rights of Secured Party hereunder shall not be conditioned or contingent upon the pursuit by Secured Party of any of, the Loan Collateral other right or remedy against Pledgors or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor guarantor of any of the Secured Obligations, or against any other person which may be or become liable in respect of all or any part of the Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither Secured Party nor any of its nominees or designees shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall they be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgors or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof. (d) Secured Party is hereby authorized to and shall apply the net proceeds of such sale of, or other realization upon, any or all of the Collateral, after first deducting the costs and expenses of sale, including attorneys’ fees and the costs of Secured Party and Secured Party’s agents, to the payment of the Secured Obligations in such order as Secured Party shall elect, in its sole discretion, it being understood that this Pledge Agreement shall remain in full force and effect and Secured Party shall retain all rights hereunder, until the date on which all of the Secured Obligations have been indefeasibly satisfied in full, after deducting all such costs and expenses. If, after any sale of the Collateral pursuant to this Section 2 there shall be a balance remaining after the payment of all of the items described above, such balance shall be paid to Persons entitled by law to receive such balance to allocate among themselves, without any liability resulting therefrom on the part of Secured Party. (e) Following the occurrence and during the continuance of an Event of Default, Secured Party may, at its election, and in addition to any other remedies available hereunder, in its sole and absolute discretion, no such duty being imposed hereby, pay, purchase, contest or compromise any encumbrance, charge or lien which is prior or superior to its security interest in the Collateral and pay all expenses incurred therewith (any payment or expense so incurred shall be deemed Secured Obligations and shall be immediately due and payable and secured hereby), all of which shall be deemed authorized by Pledgors. All such expenses not paid when due shall accrue interest at the Default Rate until the date repaid. (f) All remedies of Secured Party hereunder are cumulative and are in addition to any other remedies provided for at law or in equity and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of Secured Party to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or in any way modify or be deemed to modify the terms of this Pledge Agreement or of the obligations secured hereby, nor shall any single or partial exercise by Secured Party of any right or remedy preclude any other or further exercise of the same or any other right or remedy.

Pledge of Collateral. (a) As security for the The due and punctual payment of the principal of, and premium, interest and Additional Amounts, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and performance by Pledgor of all other obligations of the ObligationsCompany to the Holders of Notes or the Trustee, includingthe Collateral Agent and the Agents under this Indenture and the Notes according to the terms hereunder or thereunder, without limitationare secured as provided in the Security Documents. Each Holder of Notes, all obligations by its acceptance thereof, consents and agrees to Secured Party the terms of the Security Documents in effect or may be amended from time to time in accordance with its terms and Lenders under authorizes and directs the Loan Collateral Agent to enter into the Security Documents and this Agreement (collectivelyto perform its obligations and exercise its rights thereunder in accordance therewith. The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and the "Secured Obligations")Company will, Pledgor hereby pledges and assigns the Company will cause each of its Restricted Subsidiaries to, do or cause to Secured Partybe done all such acts and things as may be required, to assure and confirm to the Trustee that the Collateral Agent holds, for its benefit and the benefit of the LendersHolders and the Trustee, duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company will take, and grants will cause its Restricted Subsidiaries to Secured Partytake, for its benefit and the benefit upon request of the LendersTrustee or Collateral Agent, a continuing any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company hereunder, in respect of the Collateral, valid and enforceable perfected first priority security interest in and Lien on, the Collateral and Liens on all proceeds thereof and all of its right, title and interest in and to the foregoing. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, superior to and prior to the rights of all third parties and subject to no Liens other than the Permitted Liens described in paragraphs (2), (9), (10), (14)(i), (14)(ii) and (21) of the definition thereof. Certain provisions with respect to enforcement of security interests are set out in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registrationSecurity Documents. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As Each Loan Party hereby pledges, assigns and grants to Lender a security interest in all the Equity Interests in which such Loan Party has any interest, including the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all obligations . On the Closing Date or as required pursuant to Secured Party and Lenders under the Loan Documents and this Agreement (collectivelySection 6.11, the "Secured Obligations")certificate or certificates for such Equity Interests, Pledgor hereby pledges to the extent certificated, will be delivered to Lender, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and assigns to Secured Partyconditions governing the Equity Interests in which a Loan Party has an interest, for its benefit and such Loan Party shall cause the benefit books of the Lenders, and grants to Secured Party, for its benefit and the benefit each Person whose Equity Interests are part of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and all during the continuance of its rightan Event of Default hereunder, title and interest Lender may effect the transfer of any securities included in and the Collateral (including but not limited to the foregoing. (bEquity Interests) Pledgor has delivered to Secured Party, for its benefit into the name of Lender and the benefit of the Lenders, all cause new certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver such securities to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered be issued in the name of PledgorLender or its transferee. Each Loan Party will execute and deliver such documents, duly endorsed and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of Lender’s security interest in blank or accompanied by the Equity Interests. Unless an Event of Default shall have occurred and be continuing, each Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, provided that: no such notice shall be required if a stock or interest power duly executed by Pledgor in blankLoan Party has commenced an Insolvency Proceeding and, in form and substance satisfactory to Secured Partyany event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge terms of and Lien on the Collateral (free and clear this Agreement or which would constitute or create any violation of any other Liens)of such terms. All such rights to vote and give consents, including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following waivers and ratifications shall terminate upon the occurrence and continuation during the continuance of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all of Pledgor’s obligations to Secured Party and Lenders under the Loan Documents and Agreement, this Agreement and the other Loan Documents (collectively, the "“Secured Obligations"”), Pledgor hereby (i) pledges and assigns to Secured Party, for its benefit and the benefit Party all of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Pledged Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoingPledged Collateral, and (ii) grants to Secured Party a continuing first priority security interest in and Lien upon the Pledged Collateral. (b) Simultaneously with the execution of this Agreement, Pledgor has delivered shall deliver to Secured Party, for its benefit and the benefit of the Lenders, Party all certificates representing the Pledged Collateral set forth on Schedule 1.1described in clause (i) of the definition of Pledged Collateral, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, Party all certificates representing the Pledged Collateral received or acquired by Pledgor after described in clauses (ii) and (iii) of the date hereof definition of Pledged Collateral within five ten (510) Business Days after Pledgor's receipt or ’s acquisition of such Collateral, in each case shares or other equity securities or ownership interests or other items. Each such certificate shall be registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of and of, Lien on and security interest in the Collateral (Pledged Collateral, free and clear of any mortgage, pledge, Lien, security interest, hypothecation, assignment, charge, right, encumbrance or transfer or other Liensrestriction (individually, “Encumbrance” and collectively, “Encumbrances”), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person entity in which such Collateral evidences shares, equity securities or ownership interests evidence an ownership stake. At any time following the occurrence and continuation of an Event of Default, any or all of the Pledged Collateral, at the option of Secured PartyParty exercised in accordance with Section 3 hereof, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, Party or of its or their nomineesnominee, and Pledgor hereby covenants that, upon demand therefor by Secured Party, Pledgor shall, and shall or shall cause the Person entity in which such Collateral evidences shares, equity securities or ownership interests evidence an ownership stake to, to effect such registration. Pledgor acknowledges that Secured Party will engage counsel, at Pledgor’s sole cost and expense, in the Cayman Islands to review this Agreement. Without limitation, Pledgor shall take such actions and execute such documents as recommended by such counsel to better evidence or perfect the security interests created by this Agreement. (c) Secured Party hereby confirms receipt of the certificates representing the Pledged Collateral described in clause (i) of the definition of Pledged Collateral and agrees to hold the Pledged Collateral in accordance with the terms of this Agreement. (d) In addition to and notwithstanding any other provision of this Agreement, Secured Party, in its sole discretion, shall have the right right, at any time that Pledgor fails to do so, without prior notice to Pledgor, to: (i) obtain insurance covering any of the Pledged Collateral to the extent required under the Loan Agreement, if any, (ii) pay for the performance of any taxes of the Pledgor’s obligations hereunder; (iii) discharge taxes, liens, security interests, or other encumbrances at any time levied or placed on any of the Pledged Collateral in violation of this Agreement unless Pledgor is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of any of the Pledged Collateral to the extent reasonably necessary. Such expenses and advances shall be added to the Secured Obligations until reimbursed to Secured Party and shall be secured by the Pledged Collateral. Any such payments and advances by Secured Party shall not be construed as a waiver by Secured Party of an Event of Default or any other rights, remedies or powers of Secured Party hereunder or otherwise. (e) Within five (5) Business Days of any request by Secured Party, Pledgor, at its own cost and expense, will duly execute and deliver to Secured Party such financing statements, continuation statements, assignments, certificates and/or such other agreements, assignments, instructions or documents as Secured Party may request relating to the Pledged Collateral or otherwise to enable Secured Party to create, maintain and perfect or from time to time renew the security interests granted hereby or to create, maintain and perfect a security interest in any costs additional Pledged Collateral hereafter acquired by Pledgor or in any and all additions to preserve the Collateraland/or replacements, which payments shall be part products and proceeds of any of the foregoing, all in form and substance satisfactory to Secured ObligationsParty. Pledgor will pay all reasonable costs associated therewith, including without limitation, the cost of filing any of the foregoing in all public offices or other locations wherever Secured Party deems filing to be necessary or desirable. Pledgor irrevocably grants Secured Party the right, at Secured Party’s option, to file any or all of the foregoing pursuant to the UCC and otherwise, and Pledgor irrevocably appoints Secured Party as Pledgor’s attorney in fact to execute any of the foregoing in Pledgor’s name and to perform all other acts that Secured Party deems appropriate to perfect and continue the security interests conferred by this Agreement or otherwise to effect fully the purposes, terms and conditions of this Agreement, the Loan Agreement and the other Loan Documents. (f) No injury to, or loss or destruction of any of, the Loan Pledged Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As security To secure the Obligations of the Pledgor and for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectivelypurposes set forth in Section 2 hereof, the "Secured Obligations"), Pledgor hereby (i) grants to each of the Pledgees a security interest in all of the Collateral owned by the Pledgor, (ii) pledges and assigns to Secured Partydeposits as security with Charter One, for its benefit and the benefit of the LendersPledgees, the Collateral owned by the Pledgor on the date hereof, and grants delivers to Secured PartyCharter One, for its benefit and the benefit of the LendersPledgees, a continuing first priority security interest stock certificates accompanied by undated stock powers duly executed in blank by the Pledgor (and Lien onaccompanied by any transfer tax stamps required in connection with the pledge of such Collateral), or such other instruments of transfer as are reasonably acceptable to the Collateral Pledgees and all proceeds thereof (iii) hypothecates, mortgages, charges and sets over to each of the Pledgees all of its such Pledgor's right, title and interest in and to such Collateral (and in the foregoing. (b) Pledgor has delivered certificates and instruments evidencing such Collateral), to Secured Partybe held by Charter One, for its benefit and the benefit of the LendersPledgees, all certificates representing upon the Collateral terms and conditions set forth on Schedule 1.1in this Pledge Agreement. If the Pledgor shall acquire (by purchase, and stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, the Pledgor will promptly thereafter pledge and deposit such Collateral (or certificates or instruments representing such Collateral) as security with the Pledgees and deliver to Secured PartyCharter One, for its benefit and the benefit of the LendersPledgees, all stock certificates representing accompanied by undated stock powers duly executed in blank by the Collateral received or acquired Pledgor (accompanied by Pledgor after any transfer tax stamps required in connection with the date hereof within five (5) Business Days after Pledgor's receipt or acquisition pledge of such Collateral), in each case registered in or such other instruments of transfer as are reasonably acceptable to the name of PledgorPledgees, duly endorsed in blank or accompanied and will promptly thereafter deliver to the Pledgees a certificate executed by a stock or interest power principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly executed by Pledgor pledged with the Pledgees hereunder. Notwithstanding anything to the contrary contained in blankthis Section 3, in form and substance satisfactory to Secured Party, with if any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear whether now owned or hereafter acquired) consists of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Partyuncertificated securities, the Collateral or any part thereof may be registered in Pledgor shall promptly notify the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shallPledgees thereof, and shall cause promptly take all actions required to perfect the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part security interest of the Secured ObligationsPledgees under applicable law (including, in any event, under Article 8 of the UCC (ss.ss. No injury to1308.01, et seq. of the ▇▇▇▇ Revised Code) if applicable). The Pledgor further agrees to take such action as the Pledgees deem reasonably necessary or loss or destruction of any of, desirable to effect the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of foregoing and to permit the Pledgees to exercise any of the Secured Obligationstheir rights and remedies hereunder.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor of the Put Obligations and all the Obligations, including, without limitation, all of its obligations to Secured Party and Lenders under the Loan Documents this Agreement, the Put Agreement and this Agreement the Assignment of Contract (collectively, the "“Secured Obligations"”), Pledgor hereby (i) pledges and assigns to Secured Party, for its benefit and the benefit Party all of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Pledged Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoingPledged Collateral, and (ii) grants to Secured Party a continuing security interest in and lien upon the Pledged Collateral senior in priority to all other liens and security interests. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, Party all certificates representing the Pledged Collateral set forth on Schedule 1.1, described in clause (i) of the definition of Pledged Collateral and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, Party all certificates representing the Pledged Collateral received or acquired by Pledgor after described in clause (ii) of the date hereof definition of Pledged Collateral within five (5) Business Days after Pledgor's receipt or ’s acquisition of such Collateral, in each case shares. Each such certificate shall be registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of of, lien on and Lien on security interest in the Collateral (Pledged Collateral, free and clear of any mortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or transfer or other Liensrestriction (individually, “Encumbrance” and collectively, “Encumbrances”), senior in priority to all Encumbrances, including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stakePledgor. At any time following the occurrence and continuation of an Event of Default, any or all of the Pledged Collateral, at the option of Secured PartyParty exercised in accordance with Section 3 hereof, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, Party or of its or their nomineesnominee, and Pledgor hereby covenants that, upon demand therefor by Secured Party, Pledgor shall, and shall or shall cause the Person entity in which such Collateral evidences shares evidence an ownership stake to, to effect such registration. (cd) In addition to and notwithstanding any other provision of this Agreement, Secured Party, in its sole discretion, shall have the right, at any time that Pledgor fails to do so, without prior notice to Pledgor, to: (i) obtain insurance covering any of the Pledged Collateral (ii) pay for the performance of any of the Pledgor’s obligations hereunder; (iii) discharge taxes, liens, security interests, or other encumbrances at any time levied or placed on any of the Pledged Collateral in violation of this Agreement unless Pledgor is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of any of the Pledged Collateral. Such expenses and advances shall be added to the Secured Obligations until reimbursed to Secured Party and shall be secured by the Pledged Collateral. Any such payments and advances by Secured Party shall have the right not be construed as a waiver by Secured Party of an Event of Default or any other rights, remedies or powers of Secured Party hereunder or otherwise. (e) Within five (5) Business Days of any request by Secured Party, Pledgor, at its own cost and expense, will duly execute and deliver to pay any taxes Secured Party such financing statements, continuation statements, assignments, certificates and/or such other agreements, assignments, instructions or documents as Secured Party may request relating to the Pledged Collateral or otherwise to enable Secured Party to create, maintain and perfect or from time to time renew the security interests granted hereby or to create, maintain and perfect a security interest in any costs additional Pledged Collateral hereafter acquired by Pledgor or in any and all additions to preserve the Collateraland/or replacements, which payments shall be part products and proceeds of any of the foregoing, all in form and substance satisfactory to Secured ObligationsParty. Pledgor will pay all costs associated therewith, including without limitation, the cost of filing any of the foregoing in all public offices or other locations wherever Secured Party deems filing to be necessary or desirable. Pledgor irrevocably grants Secured Party the right, at Secured Party’s option, to file any or all of the foregoing pursuant to the UCC and otherwise, and Pledgor irrevocably appoints Secured Party as Pledgor’s attorney in fact to execute any of the foregoing in Pledgor’s name and to perform all other acts that Secured Party deems appropriate to perfect and continue the security interests conferred by this Agreement or otherwise to effect fully the purposes, terms and conditions of this Agreement. (f) No injury to, or loss or destruction of any of, the Loan Pledged Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As collateral security for the due and punctual payment and performance by Pledgor of all of the ObligationsSecured Obligations (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise), whether allowed or allowable as claims, Pledgor hereby (i) pledges, transfers, hypothecates and assigns to Secured Party the Collateral in which Pledgor now or hereafter has rights, and (ii) grants to Secured Party a continuing first priority lien on and security interest in and to the Collateral whether now owned or hereafter acquired. (b) For the better perfection of Secured Party’s rights in and to the Collateral, on or prior to the Effective Date Pledgor shall deliver to Secured Party (i) a UCC-1 financing statement with respect to the Collateral, (ii) the certificate(s) issued by HEP representing the Pledged Units, and (iii) an executed stock power in blank in the form attached hereto as Exhibit A. Secured Party hereby agrees that, except upon the occurrence of and during the continuance of an Event of Default, Secured Party will not give any instructions as to the transfer, redemption or disposition of any of the Collateral to HEP. (c) Secured Party shall retain a valid and perfected first priority security interest in the Collateral until the Discharge of Obligations shall have occurred (other than Collateral released from the security interest hereunder pursuant to Section 7.6 hereof). Any Surviving Obligations shall be subject to the “Preferential Payments” provisions of Sections 6.4(d) and 6.4(e) hereof (the “Preferential Payment Provisions”). (d) Until an Event of Default has occurred Pledgor shall retain all voting and other rights, including, without limitation, all obligations the right to Secured Party and Lenders under exercise any options, subscriptions or warrants, with respect to the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the LendersPledged Units, and grants all cash dividends, payments and other cash distributions made upon and with respect to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral Pledged Units shall belong to Pledgor and all proceeds thereof and all of its rightrights to exercise any options, title and interest in and subscriptions or warrants with respect to the foregoingPledged Units; provided, however, if Pledgor receives any dividends, payments or other distributions constituting Securities Proceeds or Extraordinary Proceeds, such Securities Proceeds or Extraordinary Proceeds shall be held and applied in accordance with Section 2(j)hereof. (be) Pledgor has delivered Upon the occurrence and during the continuance of an Event of Default, subject to the limitations set forth in Section 2(k) hereof, Secured PartyParty may without demand of performance or other demand, for its benefit and the benefit presentment, protest, advertisement or notice of any kind (except as required by law, hereunder or pursuant to any of the LendersCrude Supply Agreements) to or upon Pledgor, Buyer or any other Person (all and each of which demands, defenses, advertisements and notices, except those required by law or the Crude Supply Agreements, are hereby waived) exercise, in addition to its other rights and remedies hereunder or under any other instrument of agreement securing or evidencing or relating to the Secured Obligations, all certificates representing rights and remedies of a secured party under the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received Code or acquired otherwise available by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt action or acquisition of such Collateral, actions at law or in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens)equity, including, without limitation: (i) to sell, any necessary notations in assign and effectively transfer the corporate Collateral either at public or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Defaultprivate sale, at the option of Secured Party, without recourse to judicial proceedings and without either demand, appraisement, advertisement or notice of any kind, all of which are expressly waived; (ii) to proceed by way of appropriate judicial proceedings to have the Collateral sold at judicial sale, with or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit without appraisement; (iii) to seek an injunction of the Lendersprohibited action; or (iv) to pursue any other available legal remedy; and, or out of the Proceeds of the sale of the Collateral, Secured Party shall be entitled to receive, by preference and priority over all Persons whatsoever, the full remaining and unpaid balance of the Secured Obligations, together with all interest, costs, reasonable attorneys’ fees and other charges incurred by Secured Party in connection with any such exercise of its remedies; provided, however, that Secured Party shall provide Pledgor with not less than ten (10) days written notice prior to conducting any public or their nomineesprivate sale of the Collateral, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, hereby agrees and stipulates that such notice shall cause be deemed to be commercially reasonable notice in satisfaction of the Person in which such Collateral evidences an ownership stake to, effect such registrationrequirements of the Code. (cf) In addition to the remedies described in Section 2(e) above, if any Event of Default shall occur and immediately upon the occurrence thereof and for so long as such Event of Default shall be continuing: (i) Secured Party shall have the right to pay receive any taxes relating and all dividends, payments and other distributions made upon and with respect to the Collateral Pledged Units and the other Collateral, as applicable, and make application thereof in accordance with this Pledge Agreement, and (ii) at Secured Party’s election, the amount of the Pledged Units required to satisfy the Secured Obligations shall be transferred to Secured Party or its nominee and registered in the name of Secured Party or its nominee and recorded in the books and records of HEP and Secured Party or its nominee may in the name of Pledgor or in Secured Party’s or such nominee’s own name, collect all payments and assets due Pledgor pursuant to the Pledged Units and/or the applicable Operating Agreements, and Secured Party or its nominee may thereafter exercise (A) all voting and other rights of a limited partner pertaining to the Pledged Units under the Operating Agreements and (B) any and all rights of conversion, exchange, subscription and any costs other rights, privileges or options pertaining to preserve the Pledged Units as if it was the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Units upon the merger, consolidation, reorganization, recapitalization or other change in the structure of HEP), or upon the exercise by Pledgor or Secured Party of any right, privilege or option pertaining to such Pledged Units, and, in connection therewith, the right to deposit and deliver evidences of the Pledged Units with any committee, depository, transfer agent, registrar or other designated agency (upon such terms and conditions as Secured Party may determine), all without liability except to account for property actually received by it, but Secured Party shall not have any duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. For the avoidance of doubt, for so long as no Event of Default has occurred and is continuing, the rights described in clauses (i) and (ii) of the preceding sentence shall accrue to Pledgor; provided that any Securities Proceeds or Extraordinary Proceeds issued or received in connection with such rights shall constitute Collateral hereunder and shall be turned over to Secured Party in accordance with Section 2(j) below. (g) After the occurrence and during the continuance of an Event of Default, Secured Party is hereby authorized to and shall apply the net proceeds of such sale of, or other realization upon, any or all of the Collateral, which payments after first deducting all actual out-of-pocket and documented costs and expenses of sale or other exercise of remedies provided for herein, including reasonable attorneys’ fees, to the payment of all other Secured Obligations, it being understood that this Pledge Agreement shall remain in full force and effect and Secured Party shall retain all rights hereunder, until the Discharge of Obligations shall have occurred. If, after any sale of the Collateral pursuant to this Section 2 there shall be part a balance remaining after the satisfaction in full of all of the Secured Obligations, such balance shall be paid to Pledgor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (h) Following the occurrence and during the continuance of an Event of Default, Secured Party may, at its election, and in addition to any other remedies available hereunder, pay, purchase, contest or compromise any claim, encumbrance, charge or lien which is prior or superior to its security interest in the Collateral and pay all expenses incurred therewith (any payment, cost or expense so incurred shall be deemed Secured Obligations and shall be immediately due and payable and secured hereby), all of which shall be deemed authorized by Pledgor. (i) All remedies of Secured Party hereunder are cumulative and are in addition to any other remedies provided for at law or in equity and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy or to preclude the exercise of any other remedy. No injury tofailure on the part of Secured Party to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or in any way modify or be deemed to modify the terms of this Pledge Agreement or of the obligations secured hereby, nor shall any single or loss or destruction partial exercise by Secured Party of any of, right or remedy preclude any other or further exercise of the Loan Collateral same or any Material Adverse Effect other right or Material Adverse Change remedy. (j) In the event that Pledgor purchases or otherwise acquires or obtains any Securities Proceeds or Extraordinary Proceeds, Pledgor shall relieve Pledgor promptly notify Secured Party of any such purchase or other acquisition, all such Securities Proceeds and Extraordinary Proceeds shall automatically be deemed to be a part of the Collateral pledged by Pledgor and Pledgor shall accept the same as the agent of Secured ObligationsParty, hold the same in trust for Secured Party and deliver the same forthwith to Secured Party in the exact form received to be held as a part of the Collateral. If any such Securities Proceeds are to be evidenced by a certificate, such certificates shall be promptly delivered to Secured Party, together with undated stock powers related thereto executed in blank, substantially in the form attached hereto as Exhibit A, or, if requested by Secured Party, other instruments appropriate to a certificate representing such Securities Proceeds, duly executed in blank. If any such Securities Proceeds are sums of money or securities entitlements, such sums of money or securities entitlements certificates shall be held pursuant to an account control agreement reasonably acceptable to Secured Party and Pledgor. Pledgor shall take all actions and execute and deliver such documents and agreements (including, without limitation, account control agreements) as Secured Party may reasonably require to perfect its security interest in such Extraordinary Proceeds. (k) Secured Party agrees that in consideration of the grant of the security interest in the Pledged HEP Units hereunder, prior to the Discharge of Obligations or any release of the pledge of the Pledged HEP Units pursuant to Section 7.5 below or substitution of other Collateral for the Pledge HEP Units pursuant to Section 7.6 below, Secured Party shall at all times, in addition to the Open Credit Limit and in addition to credit secured by Letters of Credit or Cash Collateral, extend credit to Buyer under the Crude Supply Agreements in an amount at least equal to the Unit Secured Credit Limit, as such limit is determined from time to time. (l) NOTWITHSTANDING ANYTHING IN THIS PLEDGE AGREEMENT TO THE CONTRARY, IN THE EVENT OF DEFAULT HEREUNDER, SECURED PARTY’S ONLY RECOURSE AS TO PLEDGOR SHALL BE TO THE COLLATERAL HEREUNDER AND NEITHER PLEDGOR NOR ANY OF PLEDGOR’S PROPERTY OTHER THAN THE COLLATERAL SHALL BE CHARGEABLE OR LIABLE FOR THE SECURED OBLIGATIONS.

Pledge of Collateral. (a) As collateral security for the due and punctual payment and performance by Pledgor of all of the ObligationsSecured Obligations (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise), whether allowed or allowable as claims, Pledgor hereby (i) pledges, transfers, hypothecates and assigns to Secured Party the Collateral in which Pledgor now or hereafter has rights, and (ii) grants to Secured Party a continuing first priority lien on and security interest in and to the Collateral whether now owned or hereafter acquired. (b) For the better perfection of Secured Party’s rights in and to the Collateral, on or prior to the Effective Date Pledgor shall deliver to Secured Party (i) a UCC-1 financing statement with respect to the Collateral, (ii) the certificate(s) issued by HEP representing the Pledged Equity Interests, and (iii) an executed stock power in blank in the form attached hereto as Exhibit A. Secured Party hereby agrees that, except upon the occurrence of and during the continuance of an Event of Default, Secured Party will not give any instructions as to the transfer, redemption or disposition of any of the Collateral to HEP. Pursuant to the acknowledgment of HEP immediately following the signature pages hereto, HEP has agreed to recognize and give effect to any such instructions. (c) Secured Party shall retain a valid and perfected first priority security interest in the Collateral until the Discharge of Obligations shall have occurred (other than Collateral released from the security interest hereunder pursuant to Section 8.5 hereof). Any Surviving Obligations shall be subject to the “Preferential Payments” provisions of Sections 6.4(d) and 6.4(e) hereof (the “Preferential Payment Provisions”). (d) Until an Event of Default has occurred Pledgor shall retain all voting and other rights, including, without limitation, all obligations the right to Secured Party and Lenders under exercise any options, subscriptions or warrants, with respect to the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the LendersPledged Equity Interests, and grants all cash dividends, payments and other cash distributions made upon and with respect to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral Pledged Equity Interests shall belong to Pledgor and all proceeds thereof and all of its rightrights to exercise any options, title and interest in and subscriptions or warrants with respect to the foregoingPledged Equity Interests; provided, however, if Pledgor receives any dividends, payments or other distributions constituting Securities Proceeds or Extraordinary Proceeds, such Securities Proceeds or Extraordinary Proceeds shall be held and applied in accordance with Section 2(j) hereof. (be) Pledgor has delivered Upon the occurrence and during the continuance of an Event of Default, subject to the limitations set forth in Section 2(k) hereof, Secured PartyParty may without demand of performance or other demand, for presentment, protest, advertisement or notice of any kind (except as required by law) to or upon Pledgor, Buyer or any other Person (all and each of which demands, defenses, advertisements and notices, except those required by law, are hereby waived) exercise, in addition to its benefit other rights and remedies hereunder or under any other instrument of agreement securing or evidencing or relating to the benefit of the LendersSecured Obligations, all certificates representing rights and remedies of a secured party under the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received Code or acquired otherwise available by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt action or acquisition of such Collateral, actions at law or in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens)equity, including, without limitation, any necessary notations in the corporate right: (i) to sell, assign and effectively transfer the Collateral either at public or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Defaultprivate sale, at the option of Secured Party, without recourse to judicial proceedings and without either demand, appraisement, advertisement or notice of any kind, all of which are expressly waived; (ii) to proceed by way of appropriate judicial proceedings to have the Collateral sold at judicial sale, with or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit without appraisement; (iii) to seek an injunction of the Lendersprohibited action; or (iv) to pursue any other available legal remedy; and, or out of the Proceeds of the sale of the Collateral, Secured Party shall be entitled to receive, by preference and priority over all Persons whatsoever, the full remaining and unpaid balance of the Secured Obligations, together with all interest, costs, reasonable attorneys’ fees and other charges incurred by Secured Party in connection with any such exercise of its remedies; provided, however, that if any notice of a proposed sale of the Collateral shall be required by law, Secured Party shall provide Pledgor with not less than ten (10) days written notice prior to conducting any public or their nomineesprivate sale of the Collateral, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, hereby agrees and stipulates that such notice shall cause be deemed to be commercially reasonable notice in satisfaction of the Person in which such Collateral evidences an ownership stake to, effect such registrationrequirements of the Code. (cf) In addition to the remedies described in Section 2(e) above, if any Event of Default shall occur and immediately upon the occurrence thereof and for so long as such Event of Default shall be continuing: (i) Secured Party shall have the right to pay receive any taxes relating and all dividends, payments and other distributions made upon and with respect to the Pledged Equity Interests and the other Collateral, as applicable, and make application thereof in accordance with this Pledge Agreement, and (ii) at Secured Party’s election, all Pledged Equity Interests shall be transferred to Secured Party or its nominee and registered in the name of Secured Party or its nominee and recorded in the books and records of HEP (and Pledgor shall take, and cause HEP to take, all such actions as shall be necessary or reasonably requested by Secured Party or its nominee in order to promptly (x) recognize the transfer of such Pledged Equity Interests and (y) exchange any certificates representing Pledged Equity Interests for one or more validly issued certificates in the name of Secured Party or its nominee (provided, the foregoing shall not require Pledgor or HEP to cause the Pledged Equity Interests to be registered under Securities Laws) and Secured Party or its nominee may in the name of Pledgor or in Secured Party’s or such nominee’s own name, collect all payments and assets due Pledgor pursuant to the Pledged Equity Interests and/or the applicable Operating Agreements, and Secured Party or its nominee may thereafter exercise (A) all voting and other rights of a limited partner pertaining to the Pledged Equity Interests under the Operating Agreements and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Pledged Equity Interests as if it was the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, consolidation, reorganization, recapitalization or other change in the structure of HEP), or upon the exercise by Pledgor or Secured Party of any right, privilege or option pertaining to such Pledged Equity Interests, and, in connection therewith, the right to deposit and deliver evidences of the Pledged Equity Interests with any committee, depository, transfer agent, registrar or other designated agency (upon such terms and conditions as Secured Party may determine), all without liability except to account for property actually received by it, but Secured Party shall not have any duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. For the avoidance of doubt, for so long as no Event of Default has occurred and is continuing, the rights described in clauses (i), (ii)(A), and (ii)(B) of the preceding sentence shall accrue to Pledgor; provided that any Securities Proceeds or Extraordinary Proceeds issued or received in connection with such rights shall constitute Collateral hereunder and shall be turned over to Secured Party in accordance with Section 2(j) below. (g) After the occurrence and during the continuance of an Event of Default, Secured Party is hereby authorized to and shall apply the net proceeds of such sale of, or other realization upon, any or all of the Collateral, after first deducting all actual out of pocket and documented costs and expenses of sale or other exercise of remedies provided for herein, including reasonable attorneys’ fees and any other costs, expenses, liabilities and advances made or incurred by Secured Party in connection therewith, to the payment of all other Secured Obligations, it being understood that this Pledge Agreement shall remain in full force and effect and Secured Party shall retain all rights hereunder, until the Discharge of Obligations shall have occurred If, after any sale of the Collateral pursuant to this Section 2 there shall be a balance remaining after the payment in full in immediately available funds of all of the Secured Obligations (or other satisfaction in full of all the Secured Obligations, in a manner satisfactory to Secured Party in its sole discretion), such balance shall be paid to Pledgor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (h) Following the occurrence and during the continuance of an Event of Default, Secured Party may, at its election, and in addition to any other remedies available hereunder, pay, purchase, contest or compromise any claim, encumbrance, charge or lien which is prior or superior to its security interest in the Collateral and pay all expenses incurred therewith (any costs to preserve the Collateralpayment, which payments cost or expense so incurred shall be deemed Secured Obligations and shall be immediately due and payable and secured hereby), all of which shall be deemed authorized by Pledgor; provided that no liability shall attach to Secured Party for any failure or delay in exercising such rights. (i) All remedies of Secured Party hereunder are cumulative and are in addition to any other remedies provided for at law or in equity and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of Secured Party to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or in any way modify or be deemed to modify the terms of this Pledge Agreement or of the obligations secured hereby, nor shall any single or partial exercise by Secured Party of any right or remedy preclude any other or further exercise of the same or any other right or remedy. (j) In the event that Pledgor purchases or otherwise acquires or obtains any Securities Proceeds or Extraordinary Proceeds, Pledgor shall promptly notify Secured Party of such purchase or other acquisition, all such Securities Proceeds and Extraordinary Proceeds shall automatically be deemed to be a part of the Collateral pledged by Pledgor and Pledgor shall accept the same as the agent of Secured Obligations. No injury toParty, or loss or destruction of any of, hold the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any same in trust for Secured Party and deliver the same forthwith to Secured Party in the exact form received to be held as a part of the Collateral. If any such Securities Proceeds are to be evidenced by a certificate, such certificates shall be promptly delivered to Secured ObligationsParty, together with undated stock powers related thereto executed in blank, substantially in the form attached hereto as Exhibit A, or, if requested by Secured Party, other instruments appropriate to a certificate representing such Securities Proceeds, duly executed in blank. If any such Securities Proceeds are sums of money or securities entitlements, such sums of money or securities entitlements certificates shall be held pursuant to an account control agreement reasonably acceptable to Secured Party and Pledgor. Pledgor shall take all actions and execute and deliver such documents and agreements (including, without limitation, account control agreements) as Secured Party may reasonably require to perfect its security interest in such Extraordinary Proceeds. (k) NOTWITHSTANDING ANYTHING IN THIS PLEDGE AGREEMENT TO THE CONTRARY, IN THE EVENT OF DEFAULT HEREUNDER, SECURED PARTY’S ONLY RECOURSE AS TO PLEDGOR SHALL BE TO THE COLLATERAL HEREUNDER AND NEITHER PLEDGOR NOR ANY OF PLEDGOR’S PROPERTY OTHER THAN THE COLLATERAL SHALL BE CHARGEABLE OR LIABLE FOR THE SECURED OBLIGATIONS. (l) Secured Party agrees that, in connection with any exercise of its remedies under this Agreement, Secured Party is responsible for ensuring that the Pledged Units are not offered or sold unless they are registered under the Securities Act or unless there is an exemption from such registration available under the Securities Act. If Secured Party is an affiliate of HEP at the time of a transfer of the Pledged Units, Secured Party agrees to inform any transferee of the Pledged Units that the Pledged Units may be subject to legending by HEP to comply with federal securities laws, including the Securities Act. Secured Party agrees that the certificates representing the Pledged Units have been issued without any restrictive legend regarding compliance with the Securities Act in reliance on the foregoing agreements by Secured Party.

Pledge of Collateral. (a) 2.1 As security for the due and punctual payment and performance by Pledgor of all of the ObligationsSecured Portion of the Loans, including, without limitation, all obligations Pledgor hereby pledges to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, Party a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoing.Collateral. The Collateral shall be held and disposed of by Secured Party in accordance with the following provisions: (ba) Pledgor has delivered to Secured Party, for its benefit and Party shall retain a security interest in the benefit Collateral until the date on which the Secured Portion of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, Loans has been paid in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stakefull. At any time following Upon the occurrence and continuation during the continuance of an Event of Default, Secured Party may exercise, in addition to its other rights and remedies hereunder, or in any of the other Loan Documents, all rights and remedies of a secured party under the UCC with respect to the Collateral as in effect at the time and otherwise available by action or actions at law or in equity, including, without limitation: (i) to sell the Collateral either at public sale or, at the option of Secured PartyParty and to the extent permitted under the UCC, a private sale; (ii) to proceed by way of appropriate judicial proceedings to have the Collateral sold at judicial sale; or (iii) to pursue any other available legal remedy and, out of the proceeds of the sale of the Collateral, Secured Party shall be entitled to receive, by preference and priority over all persons whatsoever, the full remaining and unpaid balance of the Secured Portion of the Loans, together with all costs, reasonable attorneys’ fees and other charges incurred in connection with the enforcement of this Agreement. Without limiting the foregoing, Secured Party and/or such nominee(s) or designee(s) shall have the right, to the extent permitted by law, upon any public or private sale or sales to purchase the Collateral so sold. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 21 days before such sale or other disposition. (b) Neither Secured Party nor any such nominee or designee shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall they be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registrationthereof. (c) Secured Party is hereby authorized to and shall have apply the proceeds of such sale of or other realization upon, any or all of the Collateral, after first deducting the costs and expenses of sale, including reasonable attorneys’ fees and reasonable costs of Secured Party’s agents, to the payment of the Secured Portion of the Loans in such order as Secured Party shall elect, in its sole discretion, it being understood that this Agreement shall remain in full force and effect and Secured Party shall retain all rights hereunder until the date on which all of the Secured Portion of the Loans has been paid in full, after deducting all such costs and expenses. If after any sale of the Collateral pursuant to this Section 2.1, there shall be a balance remaining after the payment of all of the items described above, such balance shall be paid to those persons or entities entitled by law to receive such balance to allocate among themselves, without any liability resulting therefrom on the part of Secured Party. (d) All remedies of Secured Party hereunder are cumulative and are in addition to any other remedies provided for at law or in equity and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of Secured Party to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or in any way modify or be deemed to pay modify the terms of this Agreement or of the obligations secured hereby, nor shall any taxes relating single or partial exercise by Secured Party of any right or remedy preclude any other or further exercise of the same or any other right or remedy. Except as otherwise specifically required herein, notice of the exercise of any right, remedy or power granted to Secured Party by this Agreement is not required to be given. (e) All property delivered to Secured Party pursuant hereto shall be held by Secured Party subject to the terms, covenants and conditions herein set forth. Secured Party shall not be liable for any action taken or omitted to be taken by it relative to any of the Collateral except for its own gross negligence or willful misconduct, and Secured Party shall not be liable for any action or omission to act on the part of any agent appointed and selected by Secured Party with reasonable care to act with respect to the Collateral (or any part thereof). Secured Party shall exercise reasonable care in the custody and preservation of all property delivered to it hereunder. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of such property if such property is accorded treatment equal to that which Secured Party accords its own property, it being understood that Secured Party shall not have any costs responsibility for taking any necessary steps to preserve rights against any parties with respect to the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral (or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationspart thereof).

Pledge of Collateral. Pledgor hereby pledges and assigns to Lender, and grants to Lender a security interest in, any and all of Pledgor’s right, title, and interest in and to the following, whether now owned or at any time hereafter acquired by Pledgor or in which Pledgor now has or at any time in the future may acquire any right, title or interest (singly and collectively, the “Collateral”): (a) As security for All of Pledgor’s right, title and interest in each Pledged Entity, whether derived under its Organizational Documents, the due LLC Act, or otherwise, including, without limitation: (i) the Pledged Ownership Interests and punctual payment rights and performance by Pledgor status as a member of each Pledged Entity, together with any and all rights to Distributions or other payments from each Pledged Entity arising therefrom or relating thereto, any and all options, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributable in respect of, in exchange for, and/or otherwise relating to any or all of the ObligationsPledged Ownership Interests, and including, without limitation, all obligations general intangibles, accounts, receivables, deposit accounts, payment intangibles, supporting obligations, and other contract rights or rights to Secured Party and Lenders under the Loan Documents and this Agreement payment of money related thereto, as each of the foregoing terms is defined or otherwise described in the UCC; and (collectively, ii) to the "Secured Obligations"extent not covered by subparagraph (a)(i), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral any and all proceeds thereof rights to receive all income, gain, profit, loss or other items allocated, allocable, distributable or distributed to Pledgor under each Pledged Entity’s Organizational Documents; and (iii) to the extent not covered by subparagraphs (a) (i) or (ii), any and all of its right, title and Pledgor’s ownership interest in and to the foregoing. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps capital accounts in each Pledged Entity; and (iv) any and other documents necessary all of Pledgor’s voting, consent, management, management removal and replacement and approval rights and/or rights to cause Secured Party, for its benefit control or direct the business and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral affairs (free and clear of any other Liens), including, without limitation, the management) of each Pledged Entity; (b) any necessary notations in the corporate additional membership or other records books ownership interest in each Pledged Entity or entity which is the successor of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of DefaultPledged Entity, at the option of Secured Party, the Collateral or any part thereof may be registered membership or other ownership interest exchangeable for or convertible into additional membership or other ownership interests in the name each Pledged Entity, or successor of Secured Partyany Pledged Entity, for its benefit by purchase or otherwise and the benefit of the Lenderscertificates or other instruments representing such additional interests, warrants, rights, instruments, and other property or proceeds from time to time received, receivable, or otherwise distributable or distributed in respect of its or their nomineesin exchange for any or all of such additional membership or other ownership interests, and Pledgor covenants thatshares, upon demand by Secured Partysecurities, Pledgor shallwarrants, and shall cause the Person in which such Collateral evidences an ownership stake tooptions, effect such registration.or other rights; and (c) Secured Party shall have the right to pay any taxes relating to the Collateral extent not covered by clauses (a) and (b), above, all proceeds of any costs to preserve the Collateral, which payments shall be part or all of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationsforegoing.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor Borrower of all the Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and all obligations of the Pledgor under this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoing. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As security for the due Each Obligor hereby pledges, charges, assigns and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all obligations grants to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured PartyPurchaser Agent, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the LendersParties, a continuing first priority security interest in all the Shares, together with all proceeds and Lien onsubstitutions thereof, all cash, shares and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the First Purchase Date, or, to the extent not certificated as of the First Purchase Date, within 10 days of the certification of any Shares, the certificate or certificates for such Shares will be delivered to Purchaser Agent, accompanied by an instrument of assignment or instrument of transfer duly executed in blank by the applicable Obligor; provided, that for the avoidance of doubt, this sentence shall not apply to marketable equity securities held in Controlled Accounts. To the extent required by the terms and conditions governing any such Shares, the Obligors shall cause (or, with respect to the Shares of any entity that is minority owned by the Obligors, use commercially reasonable efforts to cause) the Books of each entity whose Shares are part of the Collateral and all proceeds thereof any transfer agent to reflect the pledge of such Shares. Upon the occurrence and all during the continuance of its rightan Event of Default hereunder, title and interest Purchaser Agent may effect the transfer of any securities included in and the Collateral (including but not limited to the foregoing. Shares) into the name of Purchaser Agent and cause new (bas applicable) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver such securities to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered be issued in the name of PledgorPurchaser Agent or its transferee. Each Obligor will execute and deliver such documents, duly endorsed in blank and take or accompanied by a stock cause to be taken such actions, as Purchaser Agent may reasonably request to perfect or continue the perfection of Purchaser Agent’s security interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stakeShares. At any time following the occurrence and continuation of Unless an Event of DefaultDefault shall have occurred and be continuing and unless Purchaser Agent has provided written notice of such Event of Default to Issuer, at each Obligor shall be entitled to exercise any voting rights with respect to the option of Secured PartyShares and to give consents, the Collateral waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, terms of this Agreement or of its which would constitute or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay create any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon delivery of such written notice from Purchaser Agent but shall be reinstated upon such Event of Default ceasing to exist. The terms of this Section 4.3 shall, in each case, be subject to the Secured ObligationsAgreed Security Principles.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor Borrower of all the Obligations, including, without limitation, all of its obligations to Secured Party and Lenders under the Loan Documents Agreement and this Agreement, and other Pledgor of its respective obligations under the Guaranty and this Agreement (collectively, the "Secured ObligationsSECURED OBLIGATIONS"), Pledgor Pledgor, jointly and severally, hereby (i) pledges and assigns to Secured Party, for its benefit and the benefit Party all of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoingCollateral, and (ii) grants to Secured Party a continuing first priority security interest in and Lien upon the Collateral and the proceeds thereof. (b) Simultaneously with the execution of this Agreement, Pledgor has delivered shall deliver to Secured Party, for its benefit and the benefit of the Lenders, Party all certificates representing the Collateral set forth on Schedule 1.1described in clause (i) of the definition of Collateral, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, Party all certificates representing the Collateral received or acquired by Pledgor after described in clauses (ii) and (iii) of the date hereof definition of Collateral within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case shares or other equity securities or ownership interests or other items. Each such certificate shall be registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of and of, Lien on and security interest in the Collateral (Collateral, free and clear of any mortgage, pledge, Lien, security interest, hypothecation, assignment, charge, right, encumbrance or transfer or other Liensfor the purchase of certain of such stockholders' shares of capital stock of Borrower (individually, "ENCUMBRANCE" and collectively, "ENCUMBRANCES"), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person entity in which such Collateral evidences shares, equity securities or ownership interests evidence an ownership stake. At any time following the occurrence and continuation of an Event of Default, any or all of the Collateral, at the option of Secured PartyParty exercised in accordance with SECTION 3(D) hereof, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, Party or of its or their nomineesnominee, and Pledgor hereby covenants that, upon demand therefor by Secured Party, Pledgor shall, and shall or shall cause the Person Borrower or such other entity in which such Collateral evidences shares, equity securities or ownership interests evidence an ownership stake to, to effect such registration.. -3- (c) Secured Party hereby confirms receipt of the certificates representing the Collateral described in clause (i) of the definition of Collateral and agrees to hold the Collateral in accordance with the terms of this Agreement. (d) Secured Party shall have the right right, but not the obligation, to pay any taxes or levies on or relating to the Collateral and any costs to preserve the Collateral, which payments shall be made for the account of Pledgor and shall constitute a part of the Secured Obligations. (e) Within three (3) calendar days of any request by Secured Party, Pledgor, at its own cost and expense, will duly execute and deliver to Secured Party such financing statements, continuation statements, assignments, certificates and/or such other documents as Secured Party may request relating to the Collateral or otherwise to enable Secured Party to create, maintain and perfect or from time to time renew the security interests granted hereby or to create, maintain and perfect a security interest in any additional Collateral hereafter acquired by Pledgor or in any and all additions to and/or replacements, products and proceeds of any of the foregoing, all in form and substance satisfactory to Secured Party. Pledgor will pay all costs associated therewith, including without limitation, the cost of filing any of the foregoing in all public offices or other locations wherever Secured Party deems filing to be necessary or desirable. Pledgor irrevocably grants Secured Party the right, at Secured Party's option, to file any or all of the foregoing pursuant to the UCC and otherwise without Pledgor's signature, and Debtor irrevocably appoints Secured Party as Pledgor's attorney in fact to execute any of the foregoing in Pledgor's name and to perform all other acts that Secured Party deems appropriate to perfect and continue the security interests conferred by this Agreement or otherwise to effect fully the purposes, terms and conditions of this Agreement and the Guaranty. (f) No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor Debtor of any of the Secured Obligations. (g) Secured Party shall have the right, but not the obligation, to pay any taxes or levies on or relating to the Collateral and any costs to preserve the Collateral, which payments shall be made for the account of Debtor and shall constitute a part of the Secured Obligations.

Pledge of Collateral. (a) As Each Loan Party hereby pledges, collaterally assigns and grants to Collateral Trustee, for the ratable benefit of the Secured Parties, a security interest in the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the due and punctual payment and performance by Pledgor of all the Obligations; provided that the security interest granted hereby shall not attach to any Excluded Property. On the Closing Date or to the extent any Shares pledged hereunder from time to time are or become certificated, includingwithin a reasonable amount of time thereafter, without limitationsuch certificate or certificates shall be delivered to Collateral Trustee, all obligations accompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing the Shares in which a Loan Party has an interest, upon request by Collateral Trustee, such Loan Party shall cause the books of each issuer of Shares pledged hereunder and any transfer agent to Secured Party and Lenders under reflect the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit pledge of the LendersShares. Upon the occurrence and during the continuation of an Event of Default hereunder, and grants to Secured Party, for its benefit and Collateral Trustee may effect the benefit transfer of the Lenders, a continuing first priority security interest any securities included in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and (including but not limited to the foregoing. (bShares) Pledgor has delivered to Secured Party, for its benefit into the name of Collateral Trustee and the benefit of the Lenders, all cause new certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver such securities to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered be issued in the name of PledgorCollateral Trustee or its transferee. Each Loan Party will execute and deliver such documents, duly endorsed and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of Collateral Trustee’s security interest in blank or accompanied by a the Shares. Each Loan Party shall be entitled to exercise any voting rights with respect to the Shares in which it has an interest and to give consents, waivers and ratifications in respect thereof, and to receive all cash, stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Partymoney and property paid thereon, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time unless following the occurrence and continuation during the continuance of an Event of Default, Collateral Trustee (acting at the option direction of Secured Party, Administrative Agent subject to the terms of the Collateral Trust Agreement) shall have given one Business Day written notice to Borrower Representative suspending such rights, provided that no such notice shall be required if a Loan Party has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, terms of this Agreement or of its which would constitute or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay create any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon notice given in accordance with the Secured Obligationsforegoing during the existence of an Event of Default.

Pledge of Collateral. (a) As Each Loan Party hereby pledges, assigns and grants to Collateral Trustee a security interest in the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the due and punctual payment and performance by Pledgor of all the Obligations. On the Closing Date or to the extent any Shares pledged hereunder from time to time are or become certificated and such Shares either (i) represent Equity Interests of a Subsidiary or (ii) have a value in excess of $500,000, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectivelyin each case, the "Secured Obligations")extent the same constitute Collateral, Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoing. (b) Pledgor has such certificates shall be delivered to Secured PartyCollateral Trustee, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock power or interest power other appropriate instrument of assignment duly executed by Pledgor in blank. To the extent required by the terms and conditions governing the Equity Interests in which a Loan Party has an interest, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to such Loan Party shall cause Secured Party, for its benefit and the benefit books of each Person whose Equity Interests are part of the Lenders, Collateral and any transfer agent to have a good, valid and perfected continuing first priority reflect the pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stakeEquity Interests. At any time following Upon the occurrence and during the continuation of an Event of DefaultDefault hereunder, at Collateral Trustee may effect the option transfer of Secured Party, any securities included in the Collateral or any part thereof may (including but not limited to the Equity Interests) into the name of Collateral Trustee and cause new certificates representing such securities to be registered issued in the name of Secured PartyCollateral Trustee or its transferee. Each Loan Party will execute and deliver such documents, for its benefit and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the benefit perfection of Collateral Trustee’s security interest in the Equity Interests. Each Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, unless following an Event of Default, Collateral Trustee shall have given notice to Borrower Representative suspending such rights, provided that: no such notice shall be required if a Loan Party has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the Lenders, terms of this Agreement or of its which would constitute or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay create any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the Secured Obligationsoccurrence and during the continuation of an Event of Default and the notification by Collateral Trustee to Borrower Representative of the exercise of remedies in accordance with the terms hereof. Notwithstanding anything to the contrary contained herein or in any other Loan Document, no actions under applicable foreign law to perfect or create any security interest over the Shares or any property or other assets of any Foreign Subsidiary shall be required with respect to any Foreign Subsidiary not required to become a Borrower or Guarantor hereunder in accordance with Section 6.11(b).

Pledge of Collateral. (a) As security for To secure the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all its obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectivelyhereunder, the "Secured Obligations")Customer hereby pledges, Pledgor hereby pledges and transfers, assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, Bank a continuing first priority security interest in in, and Lien on, a right of set-off against,(A) the Collateral and all proceeds additions thereto and substitutions therefor, whether heretofore, now or hereafter received by or provided or delivered to the Bank, (B) any investments thereof and dividends, distributions, interest and other payments and rights with respect thereto and (C) any and all process of any and all of its right, title and interest in and to the foregoing. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered not released by the Bank to the Customer (the "Pledged Collateral"). The Customer confirms that it shall take the steps available to it that would be necessary to provide the Bank with a valid, first priority, perfected security interest in the name Pledged Collateral, and agrees that the Bank may take any action necessary to ensure that it has at all times a valid, first priority, perfected security interest In the Pledged Collateral. After giving effect to the Close-Out and Liquidation provisions hereof, the Bank may sell or cause to be sold (in whole or in part) any Pledged Collateral which is in its possession or control (or that of Pledgorits agents) in one or more sales or parcels at such prices as the Bank may deem commercially reasonable, duly endorsed in blank and for cash or accompanied by a stock on credit or interest power duly executed by Pledgor in blankfor other property, or for immediate or future delivery, without assumption of any credit risk at any broker's board or at public or private sale, in form and substance satisfactory any reasonable manner permissible under the Uniform Commercial Code (except that, to Secured Partythe extent permissible thereunder, with any and all documentary tax stamps and other documents necessary to cause Secured Partythe Customer hereby waives the requirements of said Code), for its benefit and the benefit Bank or anyone else may be the purchaser of any or all of the Lenders, to have a good, valid Pledged Collateral so sold and perfected continuing first priority pledge thereafter hold the same free from any claim or right of and Lien on the Collateral (free and clear of any other Liens)whatsoever kind, including, without limitation, any necessary notations in the corporate or other records books equity of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit redemption of the LendersCustomer, or any such right of its or their nominees, redemption being hereby expressly waived and Pledgor covenants that, upon demand released. The Bank shall then apply the proceeds thereof to all amounts owed by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay any taxes relating Customer to the Collateral and any costs to preserve Bank under this Agreement in such order as the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured ObligationsBank may deem appropriate in its sole discretion.

Pledge of Collateral. (a2(a) As security for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement of its Obligations (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and continuing lien on all of its Pledgor's right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the "Collateral"): (A) all Pledged Shares; (B) to the extent not otherwise included above, all Collateral Records relating to any of the foregoing; and (C) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing. (b2(b) Simultaneously with the execution of this Agreement, Pledgor has delivered is delivering to Secured Party, for its benefit and the benefit of the Lenders, all Party certificates representing the Collateral set forth on Schedule 1.1, Pledged Shares and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all such certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, shall be duly endorsed in blank or accompanied by a stock or interest power powers duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, together with any and all documentary tax stamps and any other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of of, lien on and Lien on security interest in the Collateral (Collateral, free and clear of any mortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, "Encumbrance" and collectively, "Encumbrances") other Liens), including, without limitation, any necessary notations in than the corporate or other records books of Pledgor or second priority security interest created by the Person in which such Collateral evidences an ownership stake. Term Loan Security Agreements with respect to the Collateral. 2(c) At any time following the occurrence and continuation of an Event of Default, any or all shares of the Collateral held by Secured Party hereunder may at the option of Secured PartyParty exercised in accordance with Section 3(d) hereof, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, Party and Pledgor hereby covenants that, upon demand therefor by Secured Party, Pledgor shall, and shall use its reasonable best efforts to cause the Person in which such Collateral evidences an ownership stake to, XM to effect such registration. (c2(d) Pledgor shall execute and deliver to Secured Party concurrently with the execution of this Agreement, and at any time and from time to time thereafter, all financing statements, assignments, continuation financing statements, termination statements, and other documents and instruments, in form reasonably satisfactory to Secured Party, and take all other action, as Secured Party may reasonably request, to create and/or perfect a security interest in and pledge of the Collateral to Secured Party pursuant to the UCC and to continue perfected, maintain the priority of or provide notice of the security interest of Secured Party in the Collateral and to accomplish the purposes of this Agreement. 2(e) If at any time and from time to time the Company desires to use Collateral to make payments of principal or interest under the Investment Documents in XM Shares or to effect a full or partial exchange of the Notes for XM Shares, Secured Party shall have the right to pay any taxes relating to release from the Collateral and any costs such number of XM Shares as the Company may require to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, make such payment or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationseffect such exchange.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor of all of the ObligationsSecured Obligations (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, including, without limitation, all obligations to Secured Party and Lenders the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Loan Documents and this Agreement (collectivelyBankruptcy Code, the "Secured Obligations")whether allowed or allowable as claims, each Pledgor hereby pledges (a) reaffirms the pledge made by it pursuant to the Original Pledge Agreement and further pledges, transfers, hypothecates and assigns the Collateral to Secured Party, for its benefit and the benefit of the LendersCollateral Agent, and (b) reaffirms the grant made by it pursuant to the Original Pledge Agreement and further grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority general First Priority lien on and security interest in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoingCollateral to the Collateral Agent. Each Pledgor shall promptly deliver or cause to be delivered to the Collateral Agent all certificates or instruments evidencing the Pledged Interests to which such Pledgor is or becomes entitled, together with duly executed stock powers or other appropriate endorsements. With respect to any Collateral in the possession of or registered in the name of a custodian bank or nominee therefor, or any Collateral represented by entries on the books of any financial intermediary, each Pledgor agrees to cause such custodian bank or nominee to enter into an agreement with the Collateral Agent, reasonably satisfactory to the Collateral Agent in form and content, confirming that the Collateral is held for the account of the Collateral Agent or granting control of such Collateral to the Collateral Agent, as may be appropriate under the circumstances. In addition, each Pledgor agrees that in the event that any Collateral is held by the Collateral Agent in a fiduciary capacity for or on behalf of such Pledgor as the sole beneficial owner thereof, any agreements executed by such Pledgor in connection therewith are hereby amended to authorize and direct the pledge, hypothecation and/or transfer of, and the grant of a security interest in, such Collateral to the Collateral Agent as fiduciary in accordance with the terms, covenants and conditions of this Agreement. The rights granted to the Collateral Agent pursuant to this Agreement are in addition to the rights granted to the Collateral Agent pursuant to any such agreements. In case of conflict between the provisions of this Agreement and those of any other such agreement, the provisions hereof shall prevail. (b) In the event that any Pledgor has purchases or otherwise acquires or obtains any additional Pledged Interests in any Pledged Entity or (to the extent not included in “Pledged Interests”) any rights, options, subscriptions or warrants to acquire additional Pledged Interests in any Pledged Entity, all such additional Pledged Interests, options, rights, subscriptions or warrants shall automatically be deemed to be a part of the Collateral. If any such Pledged Interests are to be evidenced by a certificate, any such additional certificates shall be promptly delivered to the Collateral Agent, together with assignments related thereto, or other instruments appropriate to transfer a certificate representing any Pledged Interests, duly executed in blank. The applicable Pledgor shall deliver to the Collateral Agent all subscriptions, warrants, options and all such other rights, and upon the delivery to the Collateral Agent, the Collateral Agent shall hold such subscriptions, warrants, options and other rights as additional collateral pledged to secure the Secured Party, for its benefit Obligations. 2.2 The Collateral shall be held and disposed of by the benefit Collateral Agent in accordance with the following provisions: (a) Subject to Section 9.8(a) of the LendersCredit Agreement, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by Agent shall retain a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on First Priority security interest in the Collateral until each and every Release Condition has been satisfied (free which security interest, however, shall remain subject to the preferential payment provisions of Section 7.5(d) hereof). (b) Upon the occurrence and clear during the continuance of an Event of Default, the Collateral Agent may exercise, in addition to its other rights and remedies hereunder, or in any of the other Liens)Credit Documents, all rights and remedies of a secured party under the Code with respect to the Collateral as in effect at the time and otherwise available by action or actions at law or in equity, including, without limitation: (i) to sell, any necessary notations assign and effectively transfer the Collateral either at public or private sale, at the option of the Collateral Agent, without recourse to judicial proceedings and without either demand, appraisement, advertisement or notice (except such notice as is expressly provided herein or in the corporate Credit Agreement) of any kind, all of which, to the extent permitted under applicable law, are expressly waived; (ii) to proceed by way of appropriate judicial proceedings to have the Collateral sold at judicial sale, with or without appraisement; (iii) to collect any Distributions or other records books Collateral; (iv) to seek an injunction of Pledgor or the Person in which such prohibited action; or (v) to pursue any other available legal remedy; and, out of the Proceeds of the sale of the Collateral, the Collateral evidences an ownership stake. At any time following Agent shall be entitled to receive, by preference and priority over all Persons whatsoever, the full remaining and unpaid balance of the Secured Obligations, together with all interest, costs, reasonable costs and attorneys’ fees and other charges. (c) Without limiting the provisions of Section 2.2(b), upon the occurrence and during the continuation of an Event of Default, at without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except to the option extent required by law or, with respect to notice, as otherwise expressly provided herein or in the Credit Agreement) to or upon any Pledgor, the Pledged Entities, any other Guarantor, or any other Person (all and each of Secured Partywhich demands, defenses, advertisements and notices (other than notices expressly required hereunder), are hereby waived to the extent permitted under applicable law), the Collateral Agent and/or its nominee(s) or designee(s) may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), upon such commercially reasonable terms and conditions as the Collateral Agent may deem advisable and at such commercially reasonable prices as the Collateral Agent may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent and/or such nominee(s) or designee(s) shall have the right upon any public sale or sales, and, to the extent permitted by law, upon any private sale or sales, to purchase the Collateral so sold, free of any right or equity of redemption in any Pledgor, which right or equity each Pledgor hereby waives and/or releases. The Collateral Agent shall apply any Proceeds from time to time held by it, including the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale in accordance with the Credit Agreement and the other Credit Documents. Collateral Agent or any Lender may be registered the purchaser(s) of any or all of the Collateral at any such sale. For the avoidance of doubt, each of the Pledgors party hereto and each of the Secured Parties, by their acceptance of the benefits of this Agreement, agree that the Collateral Agent shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any sale or foreclosure proceeding in respect of the Collateral, including without limitation, sales occurring pursuant to Section 363 of the Bankruptcy Code or included as part of any plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale or foreclosure proceeding, as applicable. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives all rights of redemption, stay and/or appraisal which it now has or may have at any time in the name future have under any rule of law or statute now existing or thereafter enacted. Subject to Section 2.2(j) with respect to sales or other dispositions of the Pledged Interests, if any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcing the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. In connection with any sale of the Collateral, the Collateral Agent may specifically disclaim any warranties of title or the like, and such disclaimer shall not be considered to adversely affect the commercial reasonableness of such sale. If the Collateral Agent sells any of the Collateral on credit, the applicable Pledgor will be credited only with payments actually made by the purchaser(s) of such Collateral which are received by the Collateral Agent and applied to the Secured PartyObligations. In the event a purchaser fails to pay for the Collateral, for its benefit the Collateral Agent may resell the Collateral and the benefit applicable Pledgor shall be credited with the proceeds of the Lenderssale. In addition to the remedies described in Sections 2.2(b) and 2.2(c), from and after the Collateral Agent’s delivery of notice to the Pledgors of the occurrence of any Event of Default and during the continuation thereof, (i) the Collateral Agent and/or its nominee(s) or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (cdesignee(s) Secured Party shall have the right to pay receive any taxes relating and all Distributions or other payments paid with respect to the Pledged Interests and the other Collateral, as applicable, and make application thereof in accordance with this Agreement (and any dividends and other payments received in trust by each Pledgor for the benefit of the Collateral Agent shall be segregated from the other funds of such Pledgor), and (ii) at the Collateral Agent’s election, all Pledged Interests shall be transferred to the Collateral Agent and/or one or more nominee(s) or designee(s) thereof, and the Collateral Agent and/or such nominee(s) or designee(s) may in the name of the applicable Pledgor or in the Collateral Agent’s and/or such nominee(s)’ or designee(s)’ own name, collect all payments and assets due the applicable Pledgor pursuant to the Pledged Interests and/or the applicable Organizational Documents, and the Collateral Agent and/or such nominee(s) or designee(s) may thereafter exercise (x) all voting and other rights pertaining to the Pledged Interests, as applicable, to the extent permitted by law, and (y) any and all rights of conversion, exchange, subscription and any costs other rights, privileges or options pertaining to preserve the CollateralPledged Interests as if they were the absolute owners thereof (including the right to exchange at their discretion any and all of the Pledged Interests upon the merger, which payments consolidation, reorganization, recapitalization or other change in the entity structure of the Pledged Entities), or upon the exercise by the applicable Pledgor or the Collateral Agent and/or such nominee(s) or designee(s) of any right, privilege or option pertaining to such Pledged Interests, and, in connection therewith, the right to deposit and deliver evidences of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency (upon such terms and conditions as they may determine), all without liability except to account for property actually received by them, but neither the Collateral Agent nor any such nominee or designee shall have any duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Further, unless and until the Collateral Agent and/or such nominee(s) or designee(s) succeed to actual ownership thereof, pursuant to the exercise of the Collateral Agent’s remedies described in Sections 2.2(b) and 2.2(c) above, neither the Collateral Agent nor any such nominee or designee shall be obligated to perform or discharge any obligation, duty or liability in connection with the Pledged Interests. The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any other right or remedy against any Pledgor, any other Guarantor, or against any other Person which may be or become liable in respect of all or any part of the Secured ObligationsObligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. No injury toNeither the Collateral Agent nor any such nominee or designee shall be liable for any failure to demand, collect or loss realize upon all or destruction any part of the Collateral or for any delay in doing so, nor shall they be under any obligation to sell or otherwise dispose of any of, Collateral upon the Loan request of any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any Material Adverse Effect part thereof. (d) The Collateral Agent is hereby authorized to and shall apply the net proceeds of such sale of, or Material Adverse Change shall relieve Pledgor other realization upon, any or all of any the Collateral, after first deducting the costs and expenses of sale to the extent payable pursuant to Section 10.2 of the Credit Agreement, to the payment of the Secured ObligationsObligations in such order as the Collateral Agent shall elect, in its sole discretion, it being understood that subject to Section 9.8(a) of the Credit Agreement (i) this Agreement shall remain in full force and effect and the Collateral Agent shall retain all rights hereunder, until each and every Release Condition, including each Pledgor’s obligation to pay all such costs and expenses, has been satisfied and (ii) this Agreement and all rights hereunder, however, shall remain subject to the preferential payment provisions of Section 7.5(d) hereof. If, after any sale of the Collateral pursuant to this Section 2.2, there shall be a balance remaining after the payment of all of the items described above, such balance shall be paid to Persons entitled by law to receive such balance to allocate among themselves, without any liability resulting from the allocation thereof on the part of the Collateral Agent. (e) All remedies of the Collateral Agent hereunder are cumulative and are in addition to any other remedies provided for at law or in equity and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the Collateral Agent to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or in any way modify or be deemed to modify the terms of this Agreement or of the obligations secured hereby, nor shall any single or partial exercise by the Collateral Agent of any right or remedy preclude any other or further exercise of the same or any other right or remedy. Except as otherwise specifically required herein or in the Credit Agreement, notice of the exercise of any right, remedy or power granted to the Collateral Agent by this Agreement is not required to be given. (f) Each Pledgor hereby expressly agrees and acknowledges that: (i) the Pledged Interests are not of a type customarily sold on a recognized market; and (ii) so long as the Collateral Agent provides not less than ten (10) days notice of any sale, then the Collateral Agent shall be deemed to have acted in good faith and in a commercially reasonable manner with respect to the timing of the delivery of such notice. (g) Because of the Securities Act of 1933, as modified (the “Securities Act”), or any other applicable laws or regulations, there may be legal restriction

Pledge of Collateral. (a2(a) As security for the due and punctual payment and performance by Pledgor Company of all the Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement of its Obligations (collectively, the "“Secured Obligations"”), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and continuing lien on all of its Pledgor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the “Collateral”): (i) all Pledged Shares; and (ii) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing. (b2(b) Simultaneously with the execution of this Agreement, Pledgor has delivered is delivering to Secured Party, for its benefit and the benefit of the Lenders, all certificates Pledge Holder a certificate representing the Collateral set forth on Schedule 1.1, Pledged Shares and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, certificate shall be duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, together with any and all documentary tax stamps and any other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of of, lien on and Lien on security interest in the Collateral (Collateral, free and clear of any other Liensmortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, “Encumbrance” and collectively, “Encumbrances”), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. . 2(c) At any time following the occurrence and continuation of an Event of Default, any or all shares of the Collateral held by the Pledge Holder hereunder may at the option of Secured Party exercised in accordance with Section 3(d) hereof, pursuant to a written notice sent to the Pledge Holder executed by each Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor hereby covenants that, upon demand therefor by Secured Party, Pledgor shall, and shall use its best efforts to cause the Person in which such Collateral evidences an ownership stake to, Company to effect such registration. (c2(d) Pledgor grants Secured Party shall have the right right, at Secured Party's option, to pay file any taxes or all such financing statements, continuation statements and other documents pursuant to the UCC, any other applicable law or otherwise, without Pledgor's signature, and irrevocably appoints Secured Party as Pledgor's attorney in fact to execute any such statements and documents in Pledgor's name and to perform all other acts which Secured Party deem appropriate to perfect and continue the security interest conferred by this Agreement. Pledgor authorizes the Secured Party to file one or more Uniform Commercial Code financing statements or continuation statements relating to the Collateral and all or any costs to preserve the Collateral, which payments shall be part of the Collateral without the signature of Pledgor where permitted by law. Any such financing statements may be signed by Secured Obligations. No injury to, or loss or destruction Party on behalf of Pledgor and may be filed at any of, the Loan Collateral or time in any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationsjurisdiction whether on not Revised Article 9 is then in effect in that jurisdiction.

Pledge of Collateral. (a) As additional security for the due and punctual payment and performance by Pledgor Pledgors of all of the ObligationsSecured Obligations and all of their obligations under this Agreement, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations"), each Individual Pledgor hereby pledges and pledges, assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, Parties a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its or his right, title and interest in and to the foregoingCollateral and the proceeds thereof (the “Pledge”). (b) In the event the shares of Stock included in the Collateral are certificated: (i) simultaneously with the execution and delivery of this Agreement, each Individual Pledgor has delivered is delivering to Secured Party, for its benefit and the benefit of the Lenders, all Parties certificates representing the shares of Collateral described in clause (i) of Section 1(a) and according to the listing of shares of Collateral set forth on in the attached Schedule 1.1A, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, Parties all certificates representing relating to the Collateral received or acquired by Pledgor after the date hereof described in clause (ii) of Section 1(a) within five (5) Business Days days after each Individual Pledgor's receipt or ’s acquisition thereof, all of such Collateral, in each case which certificates shall be registered in the name of the appropriate Individual Pledgor, duly endorsed in blank or accompanied by a stock or interest power powers duly executed by the appropriate Individual Pledgor in blank, in form and substance satisfactory to Secured Party, together with any and all documentary tax stamps and any other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Parties to have a good, valid and perfected continuing first priority pledge of of, lien on and Lien on security interest in the Collateral (Collateral, free and clear of any other Liensmortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, “Encumbrance,” and collectively, “Encumbrances”), including, without limitation, any necessary notations but subject to restrictions set forth in state and federal securities laws or restrictions set forth in the corporate or other records books of Pledgor or Registration Rights Agreement and accompanying Lock-Up Agreement executed in connection with the Person Closing (as defined in which such Collateral evidences an ownership stakethe Merger Agreement). At any time following the occurrence and continuation of an Event of Default, any or all of the shares of the Collateral held by Secured Parties hereunder may, at the option of Secured PartyParties exercised in accordance with Sections 3(b) and 5(c), the Collateral or any part thereof may be registered in the names of Secured Parties or in the name of their nominee; and (ii) Secured Party, for its benefit and the benefit Parties hereby confirm receipt of the Lenders, or certificates representing the Collateral described in clause (i) of its or their nominees, Section 1(a) and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause agree to hold such certificates in accordance with the Person in which such Collateral evidences an ownership stake to, effect such registrationterms of this Agreement. (c) Secured Party shall have In the right to pay any taxes relating to event the shares of Stock included in the Collateral are uncertificated, each Individual Pledgor agrees to take such actions and any costs to preserve the Collateralexecute, which payments shall be part of deliver and file such instruments and documents, including without limitation, one or more financing statements, as the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of Parties may request to perfect the Secured ObligationsParties’ interest in the Collateral pursuant to this Agreement.

Pledge of Collateral. (a) As Each Loan Party hereby pledges, collaterally assigns and grants to Collateral Trustee, for the ratable benefit of the Secured Parties, a security interest in the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the due and punctual payment and performance by Pledgor of all the Obligations. On the Closing Date or to the extent any Shares pledged hereunder from time to time are or become certificated, includingsuch certificate or certificates shall be delivered to Collateral Trustee, without limitationaccompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing the Shares in which a Loan Party has an interest, all obligations such Loan Party shall cause the books of each issuer of such Shares pledged hereunder and any transfer agent to Secured Party reflect the pledge of such ▇▇▇▇▇▇. Upon the occurrence and Lenders under during the Loan Documents and this Agreement (collectivelycontinuation of an Event of Default hereunder, Collateral Trustee may effect the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit transfer of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest any securities included in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and (including but not limited to the foregoing. (bShares pledged hereunder) Pledgor has delivered to Secured Party, for its benefit into the name of Collateral Trustee and the benefit of the Lenders, all cause new certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver such securities to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered be issued in the name of PledgorCollateral Trustee or its transferee. Each Loan Party will execute and deliver such documents, duly endorsed in blank and take or accompanied by a stock cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of Collateral Trustee’s security interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or Shares pledged hereunder. Each Loan Party shall be entitled to exercise any voting rights with respect to the Person Shares pledged hereunder in which such Collateral evidences Loan Party has an ownership stake. At any time interest and to give consents, waivers and ratifications in respect thereof, unless following the occurrence and continuation during the continuance of an Event of Default, Collateral Trustee (acting at the option direction of Secured Party, the Administrative Agent subject to the terms of the Collateral Trust Agreement) shall have given notice to Borrower Representative suspending such rights, provided that no such notice shall be required if such Loan Party has commenced an Insolvency Proceeding and, in any event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, terms of this Agreement or of its which would constitute or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay create any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon notice given in accordance with the Secured Obligationsforegoing during the existence of an Event of Default.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all of its obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations")Amended Note, Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, Party and grants to Secured Party, for its benefit and the benefit of the Lenders, Party a continuing first priority security interest in and Lien lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoing. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1described in clause (i) of the definition of Collateral, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing or evidencing the Collateral received or acquired by Pledgor after described in clauses (ii) and (iii) of the date hereof definition of Collateral within five three (53) Business Days after Pledgor's receipt such Collateral becomes evidenced by one or acquisition of such Collateralmore certificates, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock bond power or interest power similar instrument duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of and Lien lien on the Collateral (free and clear of any other Liensliens), including, without limitation, any necessary notations in the corporate organizational or other records or books of Pledgor Secured Party or the Person in which such Collateral evidences an ownership stakeTrustee, Definitive Custodian, Registrar or Paying Agent under the Indenture (the “Trustee”). At any time following the occurrence and continuation of an Event of Default, Default at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, Party or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall take such action as is necessary to enable the Secured Party, or cause the Person in which such Collateral evidences an ownership stake toTrustee and any other Person, to effect such registration. (c) Secured Party shall have the right right, but not the obligation, to pay any taxes or levies on or relating to the Collateral and any costs to preserve the Collateral, which payments shall be made for the account of Pledgor and shall constitute a part of the Secured Obligations. No injury to, or loss or destruction of any of, obligations secured hereby. (d) Pledgor will not permit the Loan Collateral or any Material Adverse Effect or Material Adverse Change portion thereof to be held in a securities account unless Secured Party has been given “control” (within the meaning of Section 8-106 and/or Section 9-106 of the UCC, as applicable) over such securities account and the Collateral therein; provided that such “control” shall relieve Pledgor not be required until five (5) Business Days after the date hereof with respect to any Collateral held in a securities account on the date hereof. (e) Within three (3) Business Days of any of request by Secured Party, Pledgor, at its own cost and expense, will duly execute and deliver to Secured Party such financing statements, continuation statements, assignments, certificates and/or such other agreements, assignments, instructions or documents as Secured Party may reasonably request relating to the Collateral or otherwise to enable Secured Obligations.Party to create, maintain and perfect or from time to time renew the security interests granted hereby or to create,

Pledge of Collateral. (a3(a) As security for the due and punctual payment and performance by each Pledgor of all of the Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement Obligations (collectively, the "Secured Obligations"), Pledgor Pledgors, jointly and severally, hereby pledges pledge and assigns assign to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and continuing lien on all of its Pledgors' right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the "Collateral"): (A) all Pledged Shares; (B) to the extent not otherwise included above, all Collateral Records relating to any of the foregoing; and (C) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing. (b3(b) Pledgor has delivered Simultaneously with the execution of this Agreement, Pledgors are delivering to Secured Party, for its benefit and the benefit of the Lenders, all Party certificates representing the Collateral set forth on Schedule 1.1, Pledged Shares and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all such certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, shall be duly endorsed in blank or accompanied by a stock or interest power powers duly executed by Pledgor Pledgors in blank, in form and substance satisfactory to Secured Party, together with any and all documentary tax stamps and any other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of of, lien on and Lien on security interest in the Collateral (Collateral, free and clear of any other Liensmortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, "Encumbrance" and collectively, "Encumbrances"), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. . 3(c) At any time following the occurrence and continuation of an Event of Default, any or all shares of the Collateral held by Secured Party hereunder may at the option of Secured PartyParty exercised in accordance with Section 4(d) hereof, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants Pledgors hereby covenant that, upon demand therefor by Secured Party, Pledgor shall, and Pledgors shall use their reasonable best efforts to cause the Person in which such Collateral evidences an ownership stake to, Company to effect such registration. (c3(d) Pledgors shall execute and deliver to Secured Party shall have concurrently with the right execution of this Agreement, and at any time and from time to pay any taxes relating time thereafter, all financing statements, assignments, continuation financing statements, termination statements, and other documents and instruments, in form reasonably satisfactory to Secured Party, and take all other action, as Secured Party may reasonably request, to create and/or perfect a security interest in and pledge of the Collateral to Secured Party pursuant to the UCC and to continue perfected, maintain the priority of or provide notice of the security interest of Secured Party in the Collateral and any costs to preserve accomplish the Collateral, which payments shall be part purposes of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationsthis Agreement.

Pledge of Collateral. (a) 2.1 As security for the due and punctual payment and performance by Pledgor of all of the ObligationsObligations (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, including without limitation the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)), whether allowed or allowable as claims, the Pledgor hereby (a) pledges, transfers, hypothecates and assigns to the Administrative Agent for the benefit of the Secured Parties the Collateral, for the purposes herein expressed, and (b) grants to the Administrative Agent for the benefit of the Secured Parties a continuing general first-priority lien on and security interest in and to the Collateral. Without limitation of Section 4.3, with respect to all Pledged Stock that is certificated as of the date hereof, the Pledgor shall promptly deliver or cause to be delivered to the Administrative Agent all certificates or instruments evidencing such Pledged Stock, together with stock powers duly executed in blank and in form and substance reasonably acceptable to the Administrative Agent or other endorsements reasonably requested by the Administrative Agent. 2.2 The Collateral shall be held and disposed of by the Administrative Agent in accordance with the following provisions: (a) The Administrative Agent shall retain a valid and perfected general first-priority lien on and security interest in the Collateral until the date on which each and every one of the Obligations has been fully and indefeasibly performed in accordance with the terms of the Credit Agreement and the other Loan Documents, including the indefeasible payment in full of the principal amount of the Loans, and all interest accrued thereon. (b) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may exercise, in addition to its other rights and remedies hereunder, or in any of the other Loan Documents, all rights and remedies of a secured party under the Code with respect to the Collateral as in effect at the time and otherwise available by action or actions at law or in equity, including, without limitation: (i) to sell, assign and effectively transfer the Collateral either at public or private sale, at the option of the Administrative Agent, without recourse to judicial proceedings and without either demand, appraisement, advertisement or notice (except such notice as is expressly provided herein) of any kind, all obligations of which are expressly waived; (ii) to Secured Party and Lenders under proceed by way of appropriate judicial proceedings to have the Loan Documents and this Agreement Collateral sold at judicial sale, with or without appraisement; (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns iii) to Secured Party, for its benefit and the benefit seek an injunction of the Lenders, and grants prohibited action; or (iv) to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoingpursue any other available legal remedy. (bc) Pledgor has delivered to Secured Party, for its benefit and Without limiting the benefit provisions of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other LiensSection 2.2(b), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following upon the occurrence and during the continuation of an Event of Default, at without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except for any notice required by law or as expressly provided herein) to or upon the option Pledgor or any other Person (all and each of Secured Partywhich other demands, defenses, advertisements and notices are hereby waived), the Administrative Agent and/or its nominee(s) or designee(s) may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), upon such terms and conditions as the Administrative Agent may deem advisable and at such prices as the Administrative Agent may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent and/or such nominee(s) or designee(s) shall have the right upon any public sale or sales, and, to the extent permitted by law, upon any private sale or sales, to purchase the Collateral so sold. The Administrative Agent shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale in accordance with the Credit Agreement and the other Loan Documents. At any such sale the Administrative Agent, as agent for and representative of the Secured Parties, shall be registered entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale. Each purchaser (including the Administrative Agent or any of its nominees or designees) at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor (including any and all voting rights in respect of the Pledged Stock), and the Pledgor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may have at any time in the name future have under any rule of Secured Partylaw or statute now existing or thereafter enacted. Notwithstanding anything to the contrary contained in this Agreement, the parties have agreed that (A) before the Administrative Agent has consummated any sale or other disposition of the Collateral, it shall have provided written notice to the Pledgor (concurrently with or following any Event of Default) of its intent to do so not less than 30 days prior to such sale or disposition, and (B) such 30-day period shall be deemed a commercially reasonable notice period under all circumstances. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcing the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. In connection with any sale of the Collateral, the Administrative Agent may specifically disclaim any warranties of title or the like, and such disclaimer shall not be considered to adversely affect the commercial reasonableness of such sale. If the Administrative Agent sells any of the Collateral on credit, the Pledgor will be credited only with payments actually made by the purchaser(s) of such Collateral which are received by the Administrative Agent and applied to the Obligations. In the event a purchaser fails to pay for its benefit the Collateral, the Administrative Agent may resell the Collateral and the benefit Pledgor shall be credited with the proceeds of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registrationsale. (cd) Secured Party In addition to the remedies described in Sections 2.2(b) and 2.2(c), upon the occurrence and during the continuation of any Event of Default, (i) the Administrative Agent and/or its nominee(s) or designee(s) shall have the right to pay receive any taxes relating and all Distributions or other payments paid with respect to the Pledged Stock and the other Collateral, as applicable, and make application thereof in accordance with this Agreement (and any dividends and other payments received in trust by the Pledgor for the benefit of the Administrative Agent shall be segregated from the other funds of the Pledgor), (ii) at the Administrative Agent’s election, all Pledged Stock shall be transferred to the Administrative Agent and/or one or more nominee(s) or designee(s) thereof, and the Administrative Agent and/or such nominee(s) or designee(s) may in the name of the Pledgor or in the Administrative Agent’s and/or such nominee(s)’ or designee(s)’ own name, collect all payments and assets due to the Pledgor pursuant to the Pledged Stock and/or the applicable Organizational Documents, and (iii) in the event the Administrative Agent provides written instruction regarding the same, then upon receipt of such instruction, the Pledgor shall not permit or cause any further Distributions to be declared or made in respect of any Pledged Stock without the prior written consent of the Administrative Agent, provided that the Administrative Agent’s failure to deliver any such instruction shall not constitute any release of, or otherwise affect in any way, the lien granted hereunder by the Pledgor on Distributions and proceeds thereof. Further, unless and until the Administrative Agent and/or such nominee(s) or designee(s) succeed to actual ownership thereof, pursuant to the exercise of the Administrative Agent’s remedies described in Sections 2.2(b) and 2.2(c), neither the Administrative Agent, any other Secured Party nor any such nominee or designee shall be obligated to perform or discharge any obligation, duty or liability in connection with the Pledged Stock. The rights of the Administrative Agent hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any other Secured Party of any other right or remedy against the Pledgor or against any other person or entity which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Administrative Agent, any other Secured Party, any such nominee or designee nor any of their respective directors, officers, employees or agents shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall any of them be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof, unless such actions are required by applicable law. (e) The Administrative Agent is hereby authorized to and shall apply the net proceeds of such sale of, or other realization upon, any costs to preserve or all of the Collateral, after first deducting the costs and expenses of sale, including reasonable attorneys’ fees and reasonable costs of the Administrative Agent and the other Secured Parties’ agents, to the payment of the Obligations in such order as the Administrative Agent shall elect, in its sole discretion, it being understood that this Agreement shall remain in full force and effect and the Administrative Agent shall retain all rights hereunder, until the date on which payments all of the Obligations have been indefeasibly satisfied in full, after deducting all such costs and expenses. If, after any sale of the Collateral pursuant to this Section 2.2, there shall be a balance remaining after the payment of all of the items described above, such balance shall be paid to persons or entities entitled by law to receive such balance to allocate among themselves, without any liability resulting from the allocation thereof on the part of the Administrative Agent or any other Secured Party. (f) Following the occurrence and during the continuance of an Event of Default, in addition to any other remedies available to the Administrative Agent hereunder and without imposing upon the Administrative Agent any duty to do so, the Administrative Agent may, in its sole and absolute discretion, pay, purchase, contest or compromise any encumbrance, charge or Lien which is prior or superior to its security interest in the Collateral and pay all expenses incurred in connection therewith (any payment or expense so incurred shall be deemed Obligations and shall be immediately due and payable and secured hereby), all of which shall be deemed authorized by the Pledgor. All such expenses not paid or reimbursed by the Pledgor when due shall accrue interest at the default rate specified in the Credit Agreement. Nothing in this Section 2.2(f) shall be construed as authorizing the Pledgor to grant or permit any encumbrance, charge or Lien on the Collateral in violation of any other provision of this Agreement or the other Loan Documents. (g) In the event that the Pledgor purchases or otherwise acquires or obtains any additional Pledged Stock in the Pledged Entities, all such Pledged Stock, shall automatically be deemed to be a part of the Collateral. If any such Pledged Stock is to be evidenced by a certificate, any such additional certificate shall be promptly delivered to the Administrative Agent, together with stock powers or other assignments related thereto, or other instruments appropriate to transfer a certificate representing any Pledged Stock, duly executed in blank. The Pledgor shall deliver to the Administrative Agent all subscriptions, warrants, options and all such other rights, and upon the delivery to the Administrative Agent, the Administrative Agent shall hold such subscriptions, warrants, options and other rights as collateral pledged to secure the Obligations; provided, however, that if the Administrative Agent determines, in its sole discretion, that the value of any such subscriptions, warrants, options or other rights shall terminate, expire or be materially reduced in value by holding the same as Collateral, the Administrative Agent shall have the right (but not the obligation), in its sole discretion, to sell or exercise the same, and if exercised, then the monies disbursed by the Administrative Agent in connection therewith shall become part of the Obligations and all the stock, securities, evidences of indebtedness and other items so acquired shall be titled in the name of the Pledgor and shall become part of the Collateral. (h) The Pledgor hereby expressly agrees and acknowledges that: (i) the Pledged Stock is not of a type customarily sold on a recognized market; and (ii) so long as the Administrative Agent provides notice of sale of the Collateral in such form, to such persons, and through such publication as required under the Code, the Administrative Agent shall be deemed to have acted in good faith and in a commercially reasonable manner so long as it provides not less than 30 days notice of such sale. (i) Because of the Securities Act of 1933, as modified (the “Securities Act”), or any other applicable laws or regulations, there may be legal restrictions or limitations affecting the Administrative Agent in any attempts to dispose of certain portions of the Collateral in the enforcement of its rights and remedies hereunder. No injury For these reasons, and without limiting the generality of the other provisions of this Agreement, the Administrative Agent is hereby authorized by the Pledgor, but not obligated, in the event of any Event of Default hereunder giving rise to the Administrative Agent’s rights to sell or otherwise dispose of the Collateral, and after the giving of any notices required herein, to sell all or any part of the Collateral at private sale, subject to an investment letter or in any other manner which will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act, or other applicable rules and regulations promulgated thereunder, or any other law or regulation, at the best price reasonably obtainable by the Administrative Agent at any such private sale or other disposition in the manner mentioned above, and the Pledgor specifically acknowledges that any such disposition shall be commercially reasonable under the Code, even though any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions, and agrees that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for sale as a registered security under the Securities Act or under applicable state securities laws, even if such issuer would, or should agree to, or loss or destruction of any ofso register it. The Administrative Agent is also hereby authorized by the Pledgor, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.but not obligated, to take such actions, give such notices, obtain such consents, and do such ot

Pledge of Collateral. (a) As additional security for the due and punctual payment and performance by Pledgor Pledgors of all of the ObligationsSecured Obligations and all of their obligations under this Agreement, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations"), each Individual Pledgor hereby pledges and pledges, assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, Parties a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its or his right, title and interest in and to the foregoingCollateral and the proceeds thereof (the "Pledge"). (b) In the event the shares of Stock included in the Collateral are certificated: (i) simultaneously with the execution and delivery of this Agreement, each Individual Pledgor has delivered is delivering to Secured Party, for its benefit and the benefit of the Lenders, all Parties certificates representing the shares of Collateral described in clause (i) of Section 1(a) and according to the listing of shares of Collateral set forth on in the attached Schedule 1.1A, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, Parties all certificates representing relating to the Collateral received or acquired by Pledgor after the date hereof described in clause (ii) of Section 1(a) within five (5) Business Days days after each Individual Pledgor's receipt or acquisition thereof, all of such Collateral, in each case which certificates shall be registered in the name of the appropriate Individual Pledgor, duly endorsed in blank or accompanied by a stock or interest power powers duly executed by the appropriate Individual Pledgor in blank, in form and substance satisfactory to Secured Party, together with any and all documentary tax stamps and any other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Parties to have a good, valid and perfected continuing first priority pledge of of, lien on and Lien on security interest in the Collateral (Collateral, free and clear of any other Liensmortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, "Encumbrance," and collectively, "Encumbrances"), including, without limitation, any necessary notations but subject to restrictions set forth in state and federal securities laws or restrictions set forth in the corporate or other records books of Pledgor or Registration Rights Agreement and accompanying Lock-Up Agreement executed in connection with the Person Closing (as defined in which such Collateral evidences an ownership stakethe Merger Agreement). At any time following the occurrence and continuation of an Event of Default, any or all of the shares of the Collateral held by Secured Parties hereunder may, at the option of Secured PartyParties exercised in accordance with Sections 3(b) and 5(c), the Collateral or any part thereof may be registered in the names of Secured Parties or in the name of their nominee; and (ii) Secured Party, for its benefit and the benefit Parties hereby confirm receipt of the Lenders, or certificates representing the Collateral described in clause (i) of its or their nominees, Section 1(a) and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause agree to hold such certificates in accordance with the Person in which such Collateral evidences an ownership stake to, effect such registrationterms of this Agreement. (c) Secured Party shall have In the right to pay any taxes relating to event the shares of Stock included in the Collateral are uncertificated, each Individual Pledgor agrees to take such actions and any costs to preserve the Collateralexecute, which payments shall be part of deliver and file such instruments and documents, including without limitation, one or more financing statements, as the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of Parties may request to perfect the Secured ObligationsParties' interest in the Collateral pursuant to this Agreement.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all of its obligations to Secured Party and Lenders under the Loan Security Agreement, this Agreement, the Promissory Notes and the other Acquisition Documents and this Agreement (collectively, the "“Secured Obligations"”), Pledgor hereby (i) pledges and assigns to Secured Party, for its benefit and the benefit Party all of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Pledged Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoingPledged Collateral, and (ii) grants to Secured Party a continuing security interest in and Lien upon the Pledged Collateral senior in priority to all Encumbrances except with respect to the security interest granted to CapitalSource pursuant to the terms of the Credit Agreement and other Loan Documents (as defined in the Credit Agreement). (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, CapitalSource all certificates representing the Pledged Collateral set forth on Schedule 1.1described in clause (i) of the definition of Pledged Collateral and, and Pledgor until the termination of the Subordination Agreement, will deliver to CapitalSource (or to Secured Party, for its benefit and Party once the benefit of the Lenders, Subordination Agreement has terminated) all certificates representing the Pledged Collateral received or acquired by Pledgor after described in clauses (ii) and (iii) of the date hereof definition of Pledged Collateral within five (5) Business Days after Pledgor's receipt or ’s acquisition of such Collateralshares or other equity securities or ownership interests or other items. Until such time as the Subordination Agreement has terminated, in all Pledged Collateral shall be held by CapitalSource for the benefit of Secured Party for the purpose of perfecting Secured Party’s security interest therein. Concurrently with the termination of the Subordination Agreement, CapitalSource shall deliver all Pledged Collateral to Secured Party. Subject to the terms of the Subordination Agreement, each case such certificate shall be registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of and of, Lien on and security interest in the Collateral (Pledged Collateral, free and clear of any mortgage, pledge, Lien, security interest, hypothecation, assignment, charge, right, encumbrance or transfer or other Liensrestriction (individually, “Encumbrance” and collectively, “Encumbrances”), senior in priority to all Encumbrances except with respect to the security interest granted to CapitalSource pursuant to the terms of the Credit Agreement and other Loan Documents (as defined in the Credit Agreement), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person entity in which such Collateral evidences shares, equity securities or ownership interests evidence an ownership stake. At Subject to the terms of the Subordination Agreement, at any time following the occurrence and continuation of an Event of Default, any or all of the Pledged Collateral, at the option of Secured PartyParty exercised in accordance with Section 3 hereof, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, Party or of its or their nomineesnominee, and Pledgor hereby covenants that, upon demand therefor by Secured Party, Pledgor shall, and shall or shall cause the Person entity in which such Collateral evidences shares, equity securities or ownership interests evidence an ownership stake to, to effect such registration. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As security for the due Each Pledgor hereby pledges and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all obligations collaterally assigns to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, Party a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and lien upon all of its right, title and interest in and to the Pledged Collateral, whether now or hereafter existing and the proceeds thereof, in each case, as continuing collateral security for the due and punctual payment and performance of (1) the Loans and all other Obligations of Borrowers and each other Pledgor under the Loan Agreement and the other Loan Documents (including, without limitation, all obligations or liabilities arising from all Bank Products and, if such Pledgor is party to a Guaranty Agreement, the payment by such Pledgor when due and payable of all amounts from time to time owing by it under or in respect of such Guaranty Agreement and the due performance by such Pledgor of all of its other obligations under or in respect of such Guaranty Agreement), whether now existing or hereafter incurred or arising, (2), all other sums payable under the Loan Agreement and the other Loan Documents, whether for principal, interest, fees or otherwise, whether now existing or hereafter incurred or arising, and (3) all renewals, extensions, amendments, modifications, supplements, or restatements of or substitutions for any of the foregoing, in each case, whether or not evidenced by any note or other instrument or document, whether arising from or in connection with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costs, fees, and expenses (all such obligations, indebtedness and liabilities described in this Section 2(a) collectively, whether now existing or incurred hereafter and including any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Borrower, any Pledgor or any Issuer, the “Secured Obligations”). As used herein, the term “Secured Obligations” refers to all present and future indebtedness, obligations and liabilities of whatever type which are described above in this section, including any interest which accrues after the commencement of any case, proceeding, or other action relating to the bankruptcy, insolvency, or reorganization of any Borrower, a Pledgor or any Issuer. Notwithstanding anything in this Agreement to the contrary, the Secured Obligations shall be limited to a maximum aggregate amount equal to the largest amount that would render this Agreement and/or the security interest granted hereunder subject to avoidance as a fraudulent transfer or conveyance under Applicable Law. (b) Pledgors shall deliver (or cause to be delivered) to Secured Party any and all certificates or instruments evidencing or representing its Pledged Collateral. At any time that a Pledgor has delivered holds any certificates or instruments evidencing or representing its Pledged Collateral, such Pledgor shall hold such certificates and/or instruments as bailee, in trust, for the Secured Party. Each Pledgor shall, upon request of Secured Party in connection with delivery of any certificates or instruments evidencing or representing Pledgor’s Pledged Collateral to Secured Party, for its benefit execute and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received Party one or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power more equity powers duly executed by such Pledgor in blankblank in respect of each certificate or instrument evidencing or representing any Pledged Collateral, in form and substance satisfactory to Secured PartyParty in its Permitted Discretion, together with any and all documentary tax stamps and such other documents necessary to cause or instruments reasonably requested by Secured Party, Party in order for its benefit and the benefit of the Lenders, Secured Party to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registrationPledged Collateral. (c) Secured Party shall have the right right, but not the obligation, to pay any taxes or levies on or relating to the Pledged Collateral and any costs to preserve the Pledged Collateral, which payments shall be made for the account of the applicable Pledgor and shall constitute a part of the Obligations. (d) Each Pledgor (i) irrevocably grants Secured ObligationsParty the right to file any or all financing statements or continuation statements, and (ii) hereby agrees, within five (5) Business Days of any request by the Secured Party, at such Pledgor’s own cost and expense, to duly execute and deliver to Secured Party such assignments, certificates and/or such other agreements, assignments, instructions or documents as Secured Party may reasonably request, in each case, relating to such Pledgor’s Pledged Collateral or otherwise to enable Secured Party to create, maintain and perfect or from time to time renew the security interests granted hereby or to create, maintain and perfect a security interest in any additional Pledged Collateral hereafter acquired by such Pledgor or in any and all additions to and/or replacements, products and proceeds of any of the foregoing, all in form and substance reasonably satisfactory to Secured Party. Pledgors will pay all fees, costs and expenses (including, without limitation, reasonable attorneys’ fees) associated therewith, including without limitation, the cost of filing any of the foregoing in all public offices or other locations wherever Secured Party deems filing to be necessary or desirable. Each Pledgor irrevocably grants Secured Party the right, at Secured Party’s option, to file any or all of the foregoing referenced financing statements and continuations pursuant to the Uniform Commercial Code as enacted in the State of such Pledgor’s organization and otherwise without such Pledgor’s signature, and each Pledgor irrevocably appoints Secured Party as such Pledgor’s true and lawful attorney in fact, for such Pledgor and in its name, place and stead, with full power of substitution, and as fully and to the same extent and with the same effect as such Pledgor can, might or could do under Applicable Law, to execute any of the foregoing in such Pledgor’s name and to perform all other acts that Secured Party deems appropriate to perfect and continue the security interests conferred by this Agreement or otherwise to effect fully the purposes, terms and conditions of this Agreement, the Loan Agreement and the other Loan Documents. The aforesaid power of attorney is irrevocable, coupled with an interest, durable and shall not be affected by the subsequent disability or incapacity of any Pledgor. (e) No injury to, or loss or destruction of any of, the Loan Pledged Collateral or any Material Adverse Effect or Material Adverse Change shall relieve any Pledgor of any of the its Secured Obligations.

Pledge of Collateral. (a) As Pledgor hereby pledges to Bank and grants to Bank a security interest in the Collateral Account, together with all proceeds and substitutions thereof, all interest paid thereon, and all other cash and noncash proceeds of the foregoing (all hereinafter called the “Pledged Collateral”), as security for the due and punctual payment and prompt performance by Pledgor of all of Pledgor’s obligations (the Obligations“Obligation(s)”) with respect to, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectivelyor arising out of, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit Master Agreement. Bank’s security interest hereunder will terminate upon expiry of the LendersLetters of Credit, payment to Bank of all fees and commissions and any amounts for which Borrower has indemnified Bank with respect thereto, and grants to Secured Party, for its benefit and the benefit repayment of the Lenders, indebtedness evidenced by the Equipment Note. Pledgor and Bank hereby also confirm the existence and validity of any prior grant of a continuing first priority security interest in and Lien on, the Pledged Collateral and all proceeds thereof and all of its right, title and interest in and pursuant to the foregoingMaster Agreement or any other agreement previously entered into between the parties. (b) Pledgor has delivered to Secured Party, for its benefit and shall at all times cause the benefit market value of the LendersPledged Collateral, all certificates representing the Collateral set forth on Schedule 1.1as determined by Bank in its sole discretion from time to time, and Pledgor will deliver to Secured Party, for its benefit and the benefit be at least 105% of the Lenderstotal face amounts of the outstanding Letters of Credit plus the total of any unreimbursed draws under any Letters of Credit plus the outstanding indebtedness evidenced by the Equipment Note. For Letters of Credit not denominated in U.S. Dollars, all certificates representing Bank shall determine in its sole discretion from time to time the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition U.S. Dollar equivalent of such Collateral, in each case registered in face amounts and unreimbursed draws. For the name purposes of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral this subparagraph (free and clear of any other Liensb), including, without limitation, any necessary notations the market value of cash denominated in U.S. Dollars shall be the corporate or other records books amount of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registrationcash. (c) Secured Party shall have Pledgor authorizes Bank to file such financing statements, and take such other actions as Bank determines from time to time may be necessary or appropriate to perfect the right to pay any taxes relating security interest granted hereunder. (d) Prior to the maturity (if any) of any Pledged Collateral held by Bank pursuant hereto, Pledgor and any costs Bank shall agree upon a security or instrument similar in form, quality, and substance to preserve the Collateraloriginal Pledged Collateral in which the proceeds of the Pledged Collateral can be reinvested on maturity. Upon maturity of the Pledged Collateral in accordance with its terms, which payments or in the event the Pledged Collateral otherwise becomes payable during the term of this Agreement, such maturing Pledged Collateral may be presented for payment, exchange, or otherwise marketed by Bank on behalf of Pledgor and the proceeds therefrom used to purchase the security or instrument agreed to by Pledgor and Bank in accordance with the immediately preceding sentence. If no agreement has been made, such proceeds shall be part placed into an interest bearing account offered by the Bank until such time as an agreement as to the security replacing the original Pledged Collateral can be reached. Bank may retain any such successor collateral and the proceeds therefrom as Pledged Collateral in accordance with the terms of this Agreement. (e) The pledge of a security interest in the Secured Obligations. No injury to, or loss or destruction Pledged Collateral hereunder remains in effect for the term of this Agreement notwithstanding any release by Bank of any of, other collateral in connection with the Loan Collateral Master Agreement or any Material Adverse Effect other agreement in effect between the Bank and the Pledgor, now or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationshereafter arising.

Pledge of Collateral. (a) As additional security for the due and punctual payment and performance by Pledgor of all of the Obligations, including, without limitation, Secured Obligations and all of its obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations")Agreement, Pledgor hereby pledges and pledges, assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to the Secured Party, for its benefit and the benefit of the Lenders, Party a continuing first first-priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoingCollateral (the “Pledge”). (b) Pledgor has delivered agrees to take such actions and to execute, deliver and file such instruments and documents, including, without limitation, one or more financing statements, as Secured Party may reasonably request to perfect Secured Party’s interest in the Collateral pursuant to this Agreement and to cause Secured Party to have a good, for its benefit valid and perfected first pledge of, lien on and security interest in the benefit Collateral, free and clear of any mortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, “Encumbrance,” and collectively, “Encumbrances”), but subject to restrictions on resale imposed pursuant to applicable federal and state securities laws or pursuant to Section 5.21 of the LendersMerger Agreement (the “Resale Restrictions”). Without limiting the generality of the foregoing, to the extent that the Follow-On Collateral or the Remaining Collateral includes any cash or cash equivalents, then Pledgor agrees to execute and deliver a control account agreement with respect to such cash or cash equivalents and to comply with the terms thereof. At any time following an Event of Default, any or all of the Pledged Shares or other securities included in the Collateral may, at the option of Secured Party exercised in accordance with Sections 3(b) and 5(c), be registered in the name of Secured Party or in the name of its nominee. (c) Pledgor shall deliver to Custodian all certificates representing the Pledged Shares which do not constitute the Escrow Shares to be held in custody in an account with the Custodian pursuant to the Custody Agreement (the “Custodial Fund”) simultaneously with the execution of this Agreement and, if at any time the Collateral set forth on Schedule 1.1consists of additional securities, and then Pledgor will shall deliver to Secured Party, for its benefit and the benefit of the LendersEscrow Agent, all certificates representing the or other documents evidencing such securities relating to such Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt ’s acquisition thereof. Furthermore, Pledgor shall deliver to the Custodial Fund all certificates or acquisition other documents representing or evidencing the Escrow Shares which are released during the Lock-Up Period by the Escrow Agent to Pledgor pursuant to the terms of such Collateral, the Escrow Agreement to the Custodian to be held in each case the Custodial Fund. All certificates delivered to Custodian pursuant to this Agreement shall be registered in the name of PledgorPledgor (except as provided in Section 2(b)), duly endorsed in blank or accompanied by a stock or interest power instruments of transfer, duly executed by Pledgor Pledgor, undated and in blank, in form and substance satisfactory to Secured Party, together with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registrationdocuments. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by of (i) the Obligations and (ii) Pledgor of all the Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "“Secured Obligations"”), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the ratable benefit of the Lenders, and grants to Secured Party, for its benefit and the ratable benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its Pledgor’s right, title and interest in the Collateral and to the foregoingall proceeds thereof. (b) As of the Closing Date, Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, the Initial Pledged Notes and all certificates certificates, if any, representing that portion of the Collateral set forth on Schedule 1.1, and described in clause (i) of the definition of Collateral. Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five ten (510) Business Days after Pledgor's receipt or ’s acquisition of such Collateral, all certificates, if any, representing that portion of the Collateral described in clauses (ii), (iii) and (iv) of the definition of Collateral (and agrees that to the extent any such Collateral is uncertificated, Pledgor will not certificate such Collateral without delivering such certificates to Secured Party), in each case registered in the name of Pledgor, duly endorsed in blank or Pledgor and accompanied by a stock or interest power duly executed by Pledgor in blank, blank in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the such Collateral (free and clear of any other LiensLiens other than Permitted Liens (as defined in each Loan Agreement)). Any Pledged Notes acquired by Pledgor (excluding checks, drafts and similar instruments that are customarily endorsed or presented for collection or deposit in the Ordinary Course of Business), includingshall be accompanied by proper instruments of assignment or endorsement for security purposes, without limitationduly executed by Pledgor, and such other instruments or documents as the Secured Party may request in writing in its Permitted Discretion, in form and substance satisfactory to Secured Party, to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on such Collateral (free and clear of any necessary notations Liens other than Permitted Liens (as defined in each Loan Agreement)); provided, that so long as no Event of Default shall have occurred and be continuing, Pledgor may retain for collection in the corporate Ordinary Course of Business any such Pledged Notes but shall ▇▇▇▇ all Pledged Notes (excluding checks, drafts and similar instruments that are customarily endorsed or presented for collection or deposit in the ordinary course of business) with the following legend: “This Writing and the obligations evidenced or secured hereby are subject to the security interest of CapitalSource Finance LLC, as Agent, as secured party, for the benefit of certain Lender Parties.” With respect to all other records books Collateral consisting of Pledgor or the Person Investment Property in which a security interest may be perfected by control under the UCC, Pledgor shall, within ten (10) Business Days after Pledgor’s acquisition of such Collateral, take such action as may be required to perfect Secured Party’s security interest in such Collateral evidences an ownership stakeby control under the UCC as a first priority security interest in such Collateral (free and clear of any other Liens other than Permitted Liens (as defined in each Loan Agreement). At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon written demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Pledgor irrevocably and unconditionally authorizes Agent (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the Agent or its designee as the secured party and Pledgor as the debtor as Agent may require and including any other information with respect to Pledgor or otherwise as may be required by the UCC of such jurisdiction as Agent may determine together with amendments and continuations with respect thereto. (d) In the event that Pledgor fails to do so, Secured Party shall have the right right, but not the obligation, to pay any taxes or levies on or relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations. (e) Secured Party acknowledges that notwithstanding Pledgor’s delivery of a stock certificate representing 72.99% of the outstanding capital stock of Evolving Systems Networks India PVT, Ltd., and notwithstanding anything to the contrary contained in this Agreement or any Loan Document, Secured Party’s security interest and Lien extends only to securities representing 65% of the aggregate voting power of the outstanding capital stock of Evolving Systems Networks India PVT, Ltd., and Secured Party has no security interest in or Lien on the remaining securities representing 35% of the aggregate voting power of the shares of capital stock of Evolving Systems Networks India PVT, Ltd. (a portion of which unencumbered shares are evidenced by the certificate delivered to Secured Party). The Secured Party agrees to return to Pledgor the stock certificate(s) representing the ownership interests in Evolving Systems Networks India PVT, Ltd. as reasonably requested by Pledgor so long as Pledgor has delivered the new stock certificate(s) of Evolving Systems Networks India PVT, Ltd. representing 65% of Pledgor’s aggregate voting power of the ownership interests in therein.

Pledge of Collateral. Subject to Section 6 hereunder, Pledgor hereby pledges, assigns and grants to the Agent for the ratable benefit of the Lenders, a Lien on and security interest in, any and all of Pledgor’s right, title, and interest in and to the following (singly and collectively, the “Collateral”): (a) As security for the due Pledged Ownership Interests together with any and punctual payment all rights to Distributions or other payments from the Pledged Entity arising therefrom or relating thereto (subject to the rights of Pledgor under Section 6), and performance by Pledgor any and all options, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributable in respect of, in exchange for, and/or otherwise relating to any or all of all the ObligationsPledged Ownership Interests, including, without limitation, all obligations general intangibles, accounts, receivables, deposit accounts, payment intangibles, supporting obligations, and other contract rights or rights to Secured Party the payment of money, as each of the foregoing terms is defined or otherwise described in the Uniform Commercial Code as in effect in the State of New York or other applicable jurisdiction (the “UCC”); and (b) to the extent not covered by subparagraph (a), any and Lenders all rights to receive all income, gain, profit, loss or other items allocated or distributed to Pledgor under the Loan Documents and this Agreement Pledged Entity’s Organizational Documents; and (collectively, c) to the "Secured Obligations"extent not covered by subparagraphs (a) or (b), Pledgor hereby pledges any and assigns to Secured Party, for its benefit and the benefit all of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security Pledgor’s ownership interest in and Lien on, the Collateral to any and all proceeds thereof and capital accounts in the Pledged Entity; and (d) all of its Pledgor’s right, title title, and interest in and to all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the foregoing.Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (be) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary of Pledgor’s voting rights and/or rights to cause Secured Party, for its benefit and control or direct the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral affairs (free and clear of any other Liens), including, without limitation, the management) of the Pledged Entity (subject to the rights of Pledgor under Section 6); and (f) any necessary notations additional membership or other ownership interest in the corporate Pledged Entity or any entity which is the successor of the Pledged Entity, or any membership or other records books of Pledgor ownership interest exchangeable for or the Person in which convertible into additional membership or other ownership interests by purchase or otherwise and any certificates or other instruments representing such Collateral evidences an ownership stake. At any additional interests, warrants, rights, instruments, and other property or proceeds from time following the occurrence and continuation of an Event of Defaultto time received, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lendersreceivable, or otherwise distributed in respect of its or their nomineesin exchange for any or all of such additional membership or other ownership interests, and Pledgor covenants thatshares, upon demand by Secured Partysecurities, Pledgor shallwarrants, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury tooptions, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationsother rights.

Pledge of Collateral. (a) As security for the due Pledgor does hereby pledge, hypothecate, assign, transfer, set over, deliver and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all obligations grant to Secured Party and Lenders under the Loan Documents and this Agreement (collectivelya security interest, the "Secured Obligations")at any time or from time to time, Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit in all of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its Pledgor’s right, title and interest in the shares of the S▇▇▇▇ ▇▇▇▇▇▇ Money Funds, Inc. Cash Portfolio (such portfolio being referred to herein as the “Fund”) (which such right, title and interest is simultaneously herewith being delivered to Secured Party via a registered pledge, which is to be so noted on the foregoing. books of the Fund by PFPC Global Fund Services (bthe Fund’s transfer agent) as evidenced by the shares of the Fund referenced on each Pledge Schedule executed, from time to time pursuant to this Master Agreement (each Pledge Schedule shall be made a part hereof, shall incorporate therein all of the terms, and conditions of this Master Agreement and shall contain such additional terms and conditions as Pledgor has delivered and Secured Party shall agree upon) together with any and all other securities, cash or other property at any time and from time to time receivable or otherwise distributed in respect of or in exchange for or redemption of or liquidation of any or all of Pledgor’s interest in such Fund, and together with the proceeds thereof and such other property, rights and assets as may be pledged from time to time hereunder, (hereinafter said property being collectively referred to as the “Collateral”), all as security for the payment and performance when due of any and all duties, debts, liabilities and obligations of Pledgor (either directly, as maker, or indirectly, as guarantor, surety, endorser or otherwise) to Secured Party, for its benefit and the benefit of the Lenderswhether now or hereafter existing, all certificates representing the Collateral set forth on Schedule 1.1howsoever arising or incurred or evidenced including specifically, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, but without limitation, any necessary notations the “Obligations” defined in the corporate or other records books of Pledgor or Indemnity Agreements and Bonds (hereinafter collectively called the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit “Obligations”) and the benefit obligations and liabilities created herein, including the reimbursement of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person expenses as described in which such Collateral evidences an ownership stake to, effect such registrationSection 13 hereof. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As security for the due Pledgor does hereby pledge, hypothecate, assign, transfer, set over, deliver and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all obligations grant to Secured Party and Lenders under the Loan Documents and this Agreement (collectivelya security interest, the "Secured Obligations")at any time or from time to time, Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit in all of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and all of its Pledgor’s right, title and interest in the shares of the ▇▇▇▇▇ ▇▇▇▇▇▇ Money Funds, Inc. Cash Portfolio (such portfolio being referred to herein as the “Fund”) (which such right, title and interest is simultaneously herewith being delivered to Secured Party via a registered pledge, which is to be so noted on the foregoing. books of the Fund by PFPC Global Fund Services (bthe Fund’s transfer agent) as evidenced by the shares of the Fund referenced on each Pledge Schedule executed, from time to time pursuant to this Master Agreement (each Pledge Schedule shall be made a part hereof, shall incorporate therein all of the terms, and conditions of this Master Agreement and shall contain such additional terms and conditions as Pledgor has delivered and Secured Party shall agree upon) together with any and all other securities, cash or other property at any time and from time to time receivable or otherwise distributed in respect of or in exchange for or redemption of or liquidation of any or all of Pledgor’s interest in such Fund, and together with the proceeds thereof and such other property, rights and assets as may be pledged from time to time hereunder, (hereinafter said property being collectively referred to as the “Collateral”), all as security for the payment and performance when due of any and all duties, debts, liabilities and obligations of Pledgor (either directly, as maker, or indirectly, as guarantor, surety, endorser or otherwise) to Secured Party, for its benefit and the benefit of the Lenderswhether now or hereafter existing, all certificates representing the Collateral set forth on Schedule 1.1howsoever arising or incurred or evidenced including specifically, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, but without limitation, any necessary notations the “Obligations” defined in the corporate or other records books of Pledgor or Indemnity Agreements and Bonds (hereinafter collectively called the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit “Obligations”) and the benefit obligations and liabilities created herein, including the reimbursement of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person expenses as described in which such Collateral evidences an ownership stake to, effect such registrationSection 13 hereof. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all of his obligations to Secured Party and Lenders under the Loan Documents and this Agreement Note (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit Party all of the LendersCollateral, and grants to Secured Party, for its benefit and the benefit of the Lenders, Party a continuing first priority security interest in and Lien on, the Collateral and all the proceeds thereof and all of its right, title and interest in and to the foregoingthereof. (b) Simultaneously with the execution of this Agreement, Pledgor has delivered shall deliver to Secured Party, for its benefit and the benefit of the Lenders, all Party certificates representing the Collateral set forth on Schedule 1.1described in Section 1(c)(i) hereof, and Pledgor will deliver to Secured Party, Party the certificates for its benefit and the benefit shares of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date described in Section 1(c)(iii) hereof within five (5) Business Days days after Pledgor's receipt or acquisition of such Collateralshares. Pledgor further agrees that, in each case if it is determined following any calculation performed on a Calculation Date that the aggregate Value of the Collateral pledged on such Calculation Date (the "Calculation Date Value") is less than the Minimum Collateral Level, he shall deliver to Secured Party within ten (10) business days following such Calculation Date a certificate or certificates representing that number of Common Shares having an aggregate Value equal to the difference between (x) the Required Collateral Level, less (y) such Calculation Date Value. Each such certificate shall be registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to the Secured Party, with any and all documentary tax stamps and any other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of of, lien on and Lien on security interest in the Collateral (Collateral, free and clear of any other Liensmortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, "Encumbrance" and collectively, "Encumbrances"), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, any or all of the Collateral held by Secured Party hereunder and having a value up to the Required Collateral Level as of that date may, at the option of Secured PartyParty exercised in accordance with Section 3(d) hereof, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and Party or in the benefit of the Lenders, or name of its or their nomineesnominee, and Pledgor hereby covenants that, upon demand therefor by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have hereby confirms receipt of the right to pay any taxes relating to certificates representing the Collateral described in Section 1(c)(i) hereof and any costs agrees to preserve hold the Collateral, which payments shall be part Collateral in accordance with the terms of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationsthis Agreement.

Pledge of Collateral. (a2(a) As security for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all of its Obligations and its obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and continuing lien on all of its Pledgor's right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the "Collateral"): (i) all Pledged Shares; (ii) the GlobalNet Notes; (iii) to the extent not otherwise included above, all Collateral Records relating to any of the foregoing; and (iv) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing. (b2(b) Simultaneously with the execution of this Agreement, Pledgor has delivered is delivering to Secured Party, for its benefit and the benefit of the Lenders, all certificates Party a certificate representing the Collateral set forth on Schedule 1.1, Pledged Shares and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, certificate shall be duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, and the GlobalNet Notes, accompanied by an assignment executed in form and substance satisfactory to Secured Partyblank, together with any and all documentary tax stamps and any other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of of, lien on and Lien on security interest in the Collateral (Collateral, free and clear of any other Liensmortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, "Encumbrance" and collectively, "Encumbrances"), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. . 2(c) At any time following the occurrence and continuation of an Event of Default, any or all shares of the Collateral held by Secured Party hereunder may at the option of Secured PartyParty exercised in accordance with Section 3(d) hereof, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor hereby covenants that, upon demand therefor by Secured Party, Pledgor shall, and shall use its best efforts to cause the Person in which such Collateral evidences an ownership stake to, Company to effect such registration. (c2(d) Pledgor grants Secured Party shall have the right right, at Secured Party's option, to pay file any taxes or all such financing statements, continuation statements and other documents pursuant to the UCC, any other applicable law or otherwise, without Pledgor's signature, and irrevocably appoints Secured Party as Pledgor's attorney in fact to execute any such statements and documents in Pledgor's name and to perform all other acts which Secured Party deems appropriate to perfect and continue the security interest conferred by this Agreement. Pledgor authorizes Secured Party to file one or more Uniform Commercial Code financing statements or continuation statements relating to the Collateral and all or any costs to preserve the Collateral, which payments shall be part of the Collateral without the signature of Pledgor where permitted by law. Any such financing statements may be signed by Secured Obligations. No injury to, or loss or destruction Party on behalf of Pledgor and may be filed at any of, the Loan Collateral or time in any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationsjurisdiction whether on not Revised Article 9 is then in effect in that jurisdiction.

Pledge of Collateral. (a) As Pledgor hereby pledges to Bank and grants to Bank a security interest in the Money Market Account, together with all proceeds thereof, all interest paid thereon, and all other cash and noncash proceeds of the foregoing (all hereinafter called the “Pledged Collateral”), as security for the due and punctual payment and prompt performance by Pledgor of all of Pledgor’s obligations (the Obligations“Obligation(s)”) with respect to, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectivelyor arising out of, the "Secured Obligations"), Master Agreement. Pledgor and Bank hereby pledges also confirm the existence and assigns to Secured Party, for its benefit and the benefit validity of the Lenders, and grants to Secured Party, for its benefit and the benefit any prior grant of the Lenders, a continuing first priority security interest in and Lien on, the Pledged Collateral and all proceeds thereof and all of its right, title and interest in and pursuant to the foregoingMaster Agreement or any other agreement previously entered into between the parties. (b) Pledgor has delivered authorizes Bank to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral set forth on Schedule 1.1file such financing statements, and Pledgor will deliver take such other actions as Bank determines from time to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in necessary or appropriate to perfect the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registrationsecurity interest granted hereunder. (c) Secured Party shall have the right to pay any taxes relating Prior to the maturity (if any) of any Pledged Collateral held by Bank pursuant hereto, Pledgor and any costs Bank shall agree upon a security or instrument similar in form, quality, and substance to preserve the Collateraloriginal Pledged Collateral in which the proceeds of the Pledged Collateral can be reinvested on maturity. Upon maturity of the Pledged Collateral in accordance with its terms, which payments or in the event the Pledged Collateral otherwise becomes payable during the term of this Agreement, such maturing Pledged Collateral may be presented for payment, exchange, or otherwise marketed by Bank on behalf of Pledgor and the proceeds therefrom used to purchase the security or instrument agreed to by Pledgor and Bank in accordance with the immediately preceding sentence. If no agreement has been made, such proceeds shall be part placed into an interest bearing account offered by the Bank until such time as an agreement as to the security replacing the original Pledged Collateral can be reached. Bank may retain any such successor collateral and the proceeds therefrom as Pledged Collateral in accordance with the terms of this Agreement. (d) The pledge of a security interest in the Secured Obligations. No injury to, or loss or destruction Pledged Collateral hereunder remains in effect for the term of this Agreement notwithstanding any release by Bank of any of, other collateral in connection with the Loan Collateral Master Agreement or any Material Adverse Effect other agreement in effect between the Bank and the Pledgor, now or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationshereafter arising.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit of the LendersAdministrative Agent, and grants to Secured Party, for its benefit and the benefit of the LendersAdministrative Agent, a continuing first priority security interest in and Lien onin, the Collateral and all proceeds thereof and all of its Pledgor’s right, title title, and interest in and to the foregoing.following (singly and collectively, the “Collateral”): a. fifty percent (b50%) Pledgor has delivered to Secured Party, for its benefit of Pledgor’s legal and beneficial ownership interests in the benefit of the Lenders, all certificates representing the Collateral Issuer set forth on Schedule 1.1A (such interests being referred to herein as the “Pledged Ownership Interests”), and Pledgor will deliver together with the right to Secured Party, for its benefit and the benefit receive Distributions or other payments arising on account of the LendersPledged Ownership Interests made as a result of a Capital Event; b. to the extent of the Pledged Ownership Interests, all certificates representing of Pledgor’s voting rights and/or rights to control or direct the Collateral received or acquired by Pledgor after affairs (including, without limitation, the date hereof within five (5management) Business Days after of the Issuer; c. to the extent of the Pledged Ownership Interests, all of Pledgor's receipt or acquisition ’s rights to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Collateral, in each case registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory relating to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge of and Lien on the Collateral (free and clear of any other Liens), foregoing including, without limitation, any necessary notations in the corporate power to (i) terminate, cancel or modify any agreement, (ii) execute any instruments and to take any and all other records books action on behalf of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following the occurrence and continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and such Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor respect of any of the Secured Obligationsforegoing and the applicable issuer thereof, (iii) exercise voting rights or make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any “put”, right of first offer or first refusal, or other option, (vi) exercise any right of redemption or repurchase, (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for any of the foregoing, (ix) enforce or execute any checks, or other instruments or orders, (x) file any claims and to take any action in connection with any of the foregoing, or (xi) otherwise act as if such Pledgor were the absolute owner of such Pledged Ownership Interests and all rights associated therewith; d. all certificates and instruments representing or evidencing any of the foregoing; and e. all other rights, titles, interests, powers, privileges and preferences pertaining to any of the foregoing.

Pledge of Collateral. (a3(a) As security for the due and punctual payment and performance by each Pledgor of all of the Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and this Agreement Obligations (collectively, the "Secured ObligationsSECURED OBLIGATIONS"), Pledgor Pledgors, jointly and severally, hereby pledges pledge and assigns assign to Secured Party, for its benefit and the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof and continuing lien on all of its Pledgors' right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the "COLLATERAL"): (A) all Pledged Shares; (B) to the extent not otherwise included above, all Collateral Records relating to any of the foregoing; and (C) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing. (b3(b) Pledgor has delivered Simultaneously with the execution of this Agreement, Pledgors are delivering to Secured Party, for its benefit and the benefit of the Lenders, all Party certificates representing the Collateral set forth on Schedule 1.1, Pledged Shares and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, all such certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered in the name of Pledgor, shall be duly endorsed in blank or accompanied by a stock or interest power powers duly executed by Pledgor Pledgors in blank, in form and substance satisfactory to Secured Party, together with any and all documentary tax stamps and any other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of of, lien on and Lien on security interest in the Collateral (Collateral, free and clear of any other Liensmortgage, pledge, lien, security interest, hypothecation, assignment, charge, right, encumbrance or restriction (individually, "ENCUMBRANCE" and collectively, "ENCUMBRANCES"), including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. . 3(c) At any time following the occurrence and continuation of an Event of Default, any or all shares of the Collateral held by Secured Party hereunder may at the option of Secured PartyParty exercised in accordance with SECTION 4(d) hereof, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants Pledgors hereby covenant that, upon demand therefor by Secured Party, Pledgor shall, and Pledgors shall use their reasonable best efforts to cause the Person in which such Collateral evidences an ownership stake to, Company to effect such registration. (c3(d) Pledgors shall execute and deliver to Secured Party shall have concurrently with the right execution of this Agreement, and at any time and from time to pay any taxes relating time thereafter, all financing statements, assignments, continuation financing statements, termination statements, and other documents and instruments, in form reasonably satisfactory to Secured Party, and take all other action, as Secured Party may reasonably request, to create and/or perfect a security interest in and pledge of the Collateral to Secured Party pursuant to the UCC and to continue perfected, maintain the priority of or provide notice of the security interest of Secured Party in the Collateral and any costs to preserve accomplish the Collateral, which payments shall be part purposes of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligationsthis Agreement.

Pledge of Collateral. (a) As Each Loan Party hereby pledges, assigns as collateral and grants to Collateral Trustee a security interest in the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the due and punctual payment and performance by Pledgor of all the Obligations. On the Closing Date or to the extent any Shares pledged hereunder from time to time are or become certificated and either (i) represent Equity Interests of a Subsidiary or (ii) have a value in excess of $500,000, includingsuch certificate or certificates shall be delivered to Collateral Trustee, without limitationaccompanied by a stock power or other appropriate instrument of assignment duly executed in blank. To the extent required by the terms and conditions governing the Equity Interests in which a Loan Party has an interest, all obligations to Secured such Loan Party and Lenders under shall cause the Loan Documents and this Agreement (collectively, the "Secured Obligations"), Pledgor hereby pledges and assigns to Secured Party, for its benefit and the benefit books of the Lenders, and grants to Secured Party, for its benefit and the benefit each Person whose Equity Interests are part of the Lenders, a continuing first priority security interest in and Lien on, the Collateral and all proceeds thereof any transfer agent to reflect the pledge of the Equity Interests. Upon the occurrence and all during the continuation of its rightan Event of Default hereunder, title and interest Collateral Trustee may effect the transfer of any securities included in and the Collateral (including but not limited to the foregoing. (bEquity Interests) Pledgor has delivered to Secured Party, for its benefit into the name of Collateral Trustee and the benefit of the Lenders, all cause new certificates representing the Collateral set forth on Schedule 1.1, and Pledgor will deliver such securities to Secured Party, for its benefit and the benefit of the Lenders, all certificates representing the Collateral received or acquired by Pledgor after the date hereof within five (5) Business Days after Pledgor's receipt or acquisition of such Collateral, in each case registered be issued in the name of PledgorCollateral Trustee or its transferee. Each Loan Party will execute and deliver such documents, duly endorsed and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of Collateral Trustee’s security interest in blank or accompanied by the Equity Interests. Each Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests in which it has an interest and to give consents, waivers and ratifications in respect thereof, unless following an Event of Default, Collateral Trustee shall have given notice to Borrower Representative suspending such rights, provided that: no such notice shall be required if a stock or interest power duly executed by Pledgor in blankLoan Party has commenced an Insolvency Proceeding and, in form and substance satisfactory to Secured Partyany event, no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, to have a good, valid and perfected continuing first priority pledge terms of and Lien on the Collateral (free and clear this Agreement or which would constitute or create any violation of any other Liens)of such terms. All such rights to vote and give consents, including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person in which such Collateral evidences an ownership stake. At any time following waivers and ratifications shall terminate upon the occurrence and during the continuation of an Event of Default, at the option of Secured Party, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, or of its or their nominees, and Pledgor covenants that, upon demand by Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an ownership stake to, effect such registration. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As security for the due and punctual payment and performance by Pledgor of all the Obligations, including, without limitation, all of its obligations to Secured Party and Lenders under the Loan Security Agreement, this Agreement, the Convertible Debentures and the other Debenture Documents and this Agreement (collectively, the "“Secured Obligations"”), Pledgor hereby (i) pledges and assigns to Secured Party, for its benefit and the benefit Party all of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Pledged Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoingPledged Collateral, and (ii) grants to Secured Party a continuing security interest in and Lien upon the Pledged Collateral senior in priority to all Encumbrances except with respect to the security interest granted to CapitalSource pursuant to the terms of the Credit Agreement and other Loan Documents (as defined in the Credit Agreement) or otherwise permitted thereunder and the security interest granted to IBF Fund Liquidating LLC pursuant to the terms of the Senior Security Agreement and other Senior Security Documents (as defined in the Senior Security Agreement) or otherwise permitted thereunder. (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders, CapitalSource all certificates representing the Pledged Collateral set forth on Schedule 1.1described in clause (i) of the definition of Pledged Collateral and, and Pledgor until the termination of the Master Subordination Agreement, will deliver to CapitalSource (or to Senior Creditor once the Master Subordination Agreement has terminated and to Secured Party, for its benefit Party once the Master Subordination Agreement and the benefit of the Lenders, Junior Subordination Agreement have terminated) all certificates representing the Pledged Collateral received or acquired by Pledgor after described in clauses (ii) and (iii) of the date hereof definition of Pledged Collateral within five (5) Business Days after Pledgor's receipt or ’s acquisition of such Collateralshares or other equity securities or ownership interests or other items. Until such time as the Master Subordination Agreement has terminated, in all Pledged Collateral shall be held by CapitalSource for the benefit of Senior Creditor and Secured Party for the purpose of perfecting Senior Creditor’s and Secured Party’s security interest therein. Concurrently with the termination of the Master Subordination Agreement, CapitalSource shall deliver all Pledged Collateral to Senior Creditor. After Senior Creditor’s receipt of the Pledged Collateral from Capitalsource and until such time as the Junior Subordination Agreement has terminated, all Pledged Collateral shall be held by Senior Creditor for the benefit of Secured Party for the purpose of perfecting Secured Party’s security interest therein. Concurrently with the termination of the Junior Subordination Agreement, Senior Creditor shall deliver all Pledged Collateral to Subordinated Creditor. Subject to the terms of the Master Subordination Agreement and the Junior Subordination Agreement, each case such certificate shall be registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest power duly executed by Pledgor in blank, in form and substance satisfactory to Secured Party, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of and of, Lien on and security interest in the Collateral (Pledged Collateral, free and clear of any mortgage, pledge, Lien, security interest, hypothecation, assignment, charge, right, encumbrance or transfer or other Liensrestriction (individually, “Encumbrance” and collectively, “Encumbrances”), senior in priority to all Encumbrances except with respect to the security interest granted to CapitalSource pursuant to the terms of the Credit Agreement and other Loan Documents (as defined in the Credit Agreement) or otherwise permitted thereunder and the security interest granted to IBF Fund Liquidating LLC pursuant to the terms of the Senior Security Agreement and other Senior Security Documents (as defined in the Senior Security Agreement) or otherwise permitted thereunder, including, without limitation, any necessary notations in the corporate or other records books of Pledgor or the Person entity in which such Collateral evidences shares, equity securities or ownership interests evidence an ownership stake. At Subject to the terms of the Master Subordination Agreement and the Junior Subordination Agreement, at any time following the occurrence and continuation of an Event of Default, any or all of the Pledged Collateral, at the option of Secured PartyParty exercised in accordance with Section 3 hereof, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, Party or of its or their nomineesnominee, and Pledgor hereby covenants that, upon demand therefor by Secured Party, Pledgor shall, and shall or shall cause the Person entity in which such Collateral evidences shares, equity securities or ownership interests evidence an ownership stake to, to effect such registration. (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No injury to, or loss or destruction of any of, the Loan Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.

Pledge of Collateral. (a) As security for the due and punctual payment when due (whether as the stated maturity, by acceleration or otherwise) of the Debt and the performance by Pledgor Pledgor, applicable, of all the Obligations, including, without limitation, all obligations to Secured Party and Lenders under the Loan Documents and Agreement, this Agreement and the other Loan Documents (collectively, the "Secured ObligationsSECURED OBLIGATIONS"), Pledgor hereby (i) pledges and assigns to Secured Party, for its benefit and the benefit Party all of the Lenders, and grants to Secured Party, for its benefit and the benefit of the Lenders, a continuing first priority security interest in and Lien on, the Pledged Collateral and all proceeds thereof and all of its right, title and interest in and to the foregoingPledged Collateral, and (ii) grants to Secured Party a continuing security interest in and lien upon the Pledged Collateral. (b) Simultaneously with the execution of this Agreement, Pledgor has delivered shall deliver to Secured Party, for its benefit and the benefit of the Lenders, Party all certificates representing the Pledged Collateral set forth on Schedule 1.1described in clause (i) of the definition of Pledged Collateral, and Pledgor will deliver to Secured Party, for its benefit and the benefit of the Lenders, Party all certificates representing the Pledged Collateral received or acquired by Pledgor after described in clauses (ii) and (iii) of the date hereof definition of Pledged Collateral within five (5) Business Days after Pledgor's receipt or acquisition of such Collateralequity, in each case membership or partnership interest or other items. Each such certificate shall be registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock power or interest membership power duly executed by Pledgor in blank, in form and substance reasonably satisfactory to Secured Party, as applicable, with any and all documentary tax stamps and other documents necessary to cause Secured Party, for its benefit and the benefit of the Lenders, Party to have a good, valid and perfected continuing first priority pledge of of, lien on and Lien on security interest in the Collateral (Pledged Collateral, free and clear of any other Liens)Lien, includingincluding without limitation notations, without limitationif any, any necessary notations which are required in the corporate or other records books of Pledgor or the Person entity in which such Collateral evidences shares, equity securities or ownership interests evidence an ownership stakestake in order to perfect Secured Party's lien in the Pledged Collateral. At any time following the occurrence and during the continuation of an Event of Default, any or all of the Pledged Collateral, at the option of Secured PartyParty exercised in accordance with Section 3 hereof, the Collateral or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit of the Lenders, Party or of its or their nomineesnominee, and Pledgor hereby covenants that, upon demand therefor by Secured Party, Pledgor shall, and shall or shall cause the Person entity in which such Collateral evidences shares, equity securities or ownership interests evidence an ownership stake to, to effect such registration. (c) Secured Party hereby confirms receipt of the certificates representing the Pledged Collateral described in clause (i) of the definition of Pledged Collateral and agrees to hold the Pledged Collateral in accordance with the terms of this Agreement. (d) In addition to and notwithstanding any other provision of this Agreement, Secured Party, in its sole discretion, shall have the right right, at any time that Pledgor fails to do so, without prior notice to Pledgor, to: (i) pay for the performance of any taxes relating of the Pledgor's obligations hereunder which Pledgor has not performed; (ii) discharge taxes, liens, security interests, or other encumbrances at any time levied or placed on any of the Pledged Collateral in violation of this Agreement unless Pledgor is in good faith with due diligence by appropriate proceedings contesting those items; and (iii) pay for the maintenance and preservation of any of the Pledged Collateral. Such expenses and advances shall be added to the Collateral Secured Obligations until reimbursed to Secured Party and any costs to preserve the Collateral, which payments shall be part secured by the Pledged Collateral. Any such payments and advances by Secured Party shall not be construed as a waiver by Secured Party of an Event of Default or any other rights, remedies or powers of Secured Party hereunder or otherwise. (e) Pledgor hereby authorizes to Secured Party to file such financing statements and continuation statements and hereby agrees that within five (5) Business Days of any request by Secured Party, at Pledgor's cost and expense, it will duly execute and deliver to Secured Party such assignments, certificates and/or such other agreements, instructions or documents as Secured Party may reasonably request to enable Secured Party to create, maintain and perfect or from time to time renew the security interests granted hereby or to create, maintain and perfect a security interest in any additional Pledged Collateral hereafter acquired by Pledgor or in any and all additions to and/or replacements, products and proceeds of any of the foregoing, all in form and substance reasonably satisfactory to Secured ObligationsParty. Pledgor will pay all costs associated therewith, including without limitation, the cost of filing any of the foregoing in all public offices or other locations wherever Secured Party reasonably deems filing to be necessary or desirable. Pledgor irrevocably grants Secured Party the right, at Secured Party's option, to file any or all of the foregoing pursuant to the Code and otherwise, and Pledgor irrevocably appoints Secured Party as Pledgor's attorney in fact to execute any of the foregoing in Pledgor's name and to perform all other acts that Secured Party reasonably deems appropriate to perfect and continue the security interests granted pursuant to this Agreement. (f) No injury to, or loss or destruction of any of, the Loan Pledged Collateral or any Material Adverse Effect or Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.