Exhibit 10.2


 


PLEDGE AND
SECURITY AGREEMENT


 


THIS PLEDGE AND SECURITY AGREEMENT
(this “Agreement”), is entered into as of this 24th day of September,
2010, by and among NETSPEND HOLDINGS, INC., a Delaware corporation (the “Borrower”),
NETSPEND CORPORATION, a Delaware corporation (“NetSpend”), SKYLIGHT
ACQUISITION I, INC., a Delaware corporation (“Skylight Parent”),
SKYLIGHT FINANCIAL INC., a Delaware corporation (“Skylight Subsidiary”),
NETSPEND PAYMENT SERVICES, INC., a Delaware corporation (“NPSI”;
the Borrower, NetSpend, Skylight Parent, Skylight Subsidiary and NPSI, together
with each other Subsidiary that becomes a Grantor hereto pursuant to Section 5.11
of the Credit Agreement (defined below), each, a “Grantor” and,
collectively, the “Grantors”), and SUNTRUST BANK, as administrative
agent (in such capacity, the “Administrative Agent”) on behalf of the
Secured Parties (as defined in the Credit Agreement defined below).


 


W I T N E S S E T H:


 


WHEREAS, the Borrower has entered into that certain Credit Agreement
dated as of the date hereof (as the same may be hereafter amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”)
by and among the Borrower, the Administrative Agent, and the several banks and
other financial institutions and lenders party thereto (collectively, the “Lenders”),
pursuant to which, among other things, the Lenders have agreed to make Loans
and issue Letters of Credit to the Borrower, subject to the terms and
conditions set forth therein;


 


WHEREAS, each Grantor (other than the Borrower) has entered into
that certain Guaranty Agreement dated as of the date hereof (as the same may be
hereafter amended, restated, supplemented or otherwise modified from time to
time, the “Guaranty Agreement”) in favor of the Administrative Agent on
behalf of the Secured Parties pursuant to which, among other things, such
Grantor has guaranteed the prompt payment and performance of all of the
Obligations;


 


WHEREAS, the Grantors are members of a group of related entities, the
success of any one of which is dependent in part on the success of the other
members of such group;


 


WHEREAS, each Grantor has determined that its execution, delivery
and performance of this Agreement and the other Loan Documents to which it is a
party directly benefits, and is within the corporate or limited liability
company purposes and in the best interests of, such Grantor;


 


WHEREAS, as a condition precedent to the effectiveness of the
Credit Agreement and the making of Loans and issuance of Letters of Credit
pursuant thereto, each Grantor is required to execute and deliver this
Agreement; and


 


WHEREAS, to secure the due and punctual payment and performance of
the Obligations, each Grantor wishes to grant to the Administrative Agent, on
behalf of the Secured Parties, a security interest in and lien on the
Collateral (as defined below).


 

















 


NOW,
THEREFORE, for and
in consideration of the above premises and the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.             Definitions.  All capitalized terms used herein without
definition shall have the meanings ascribed thereto in the Credit
Agreement.  Any terms (whether
capitalized or lower case) used in this Agreement that are defined in the UCC
shall be construed and defined as set forth in the UCC unless otherwise defined
herein or in the Credit Agreement; provided, however, that to the
extent that the UCC is used to define any term used herein and if such term is
defined differently in different Articles of the UCC, the definition of such
term contained in Article 9 of the UCC shall govern.  For purposes hereof, (a) “Secured
Parties” shall mean, collectively, the Lenders, the Administrative Agent
and Persons who are parties to a Bank Product or Hedging Transaction entered
into with any Grantor so long as such Person was a Lender or an Affiliate of a
Lender at the time such Bank Product or Hedging Transaction was entered into,
and “Secured Party” shall mean any one of the foregoing and (b) “Security
Termination” shall mean such time at which each of the following events
shall have occurred on or prior to such time: 
(i) all Commitments have terminated or expired, (ii) the
Credit Agreement has terminated, (iii) all Obligations (other than
indemnities and other contingent obligations not then due and payable and as to
which no claim has been made as of the time of determination) have been paid in
full in cash, and (iv) all Letters of Credit have expired or terminated or
the LC Exposure has been cash collateralized (or as to which other arrangements
satisfactory to the Administrative Agent and the Issuing Bank shall have been
made) as provided for in the Credit Agreement.


 


2.             Grant
of Security Interest.


 


(a)           Each
Grantor hereby unconditionally grants, assigns, and pledges to the
Administrative Agent, for the benefit of the Secured Parties, a continuing
security interest in and security title to and lien on (hereinafter referred to
as the “Security Interest”) all of its property and assets whether now
owned or existing or hereafter created, acquired, reacquired or arising, and
wherever located, including, without limitation, such Grantor’s right, title
and interest in and to the property and assets described below and all
substitutions therefor, accessions thereto and improvements thereon
(collectively, the “Collateral”):


 


(i)            Inventory;


 


(ii)           Equipment and Fixtures;


 


(iii)          Accounts;


 


(iv)          (1) All subscriber contracts, customer service
agreements, and other agreements to which such Grantor is a party, whether now
existing or hereafter arising (collectively, the “Contracts”);
(2) all lease agreements for real property or personal property to which
such Grantor is a party (collectively, the “Leases”), whether now
existing or hereafter arising; and (3) all other contracts and contractual
rights, remedies or provisions now existing or hereafter arising in favor of
such Grantor, together with all amendments thereto and all other documents
executed in connection therewith (collectively, the “Other Contracts”);


 


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(v)           Deposit Accounts;


 


(vi)          General Intangibles, including, without limitation, all
patents, patent applications, trademarks and the goodwill associated with such
trademarks, trademark applications, copyrights, copyright applications, trade
secrets, domain names, all licenses with respect to the foregoing, and all
other intellectual property or proprietary rights and claims or causes of
action arising out of or related to any infringement, misappropriation or other
violation of any of the foregoing, including, without limitation, rights to
recover for past, present and future violations thereof;


 


(vii)         Letter of Credit Rights;


 


(viii)        All of such Grantor’s right, title and
interest existing in and to all of the Capital Stock in other Persons (each, a “Pledged
Company”) now owned or hereafter acquired by such Grantor including, but
not limited to, all of the Capital Stock in each of the Subsidiaries of such
Grantor, as more particularly described on Schedule 1 attached
hereto and incorporated by reference herein but specifically excluding any
Excluded Foreign Stock (as defined below)(collectively, the “Pledged Capital
Stock”) and all substitutions therefor and replacements thereof, all
proceeds thereof and all rights relating thereto, also including any
certificates representing the Pledged Capital Stock, the right to receive any
certificates representing any of the Pledged Capital Stock, all warrants,
options, share appreciation rights, registration rights and other rights,
contractual or otherwise, in respect thereof and the right to receive all
dividends, distributions of income, profits, surplus, or other compensation by
way of income or liquidating distributions, in cash or in kind, and all cash,
instruments, and other property from time to time received, receivable, or
otherwise distributed in respect of or in addition to, in substitution of, on
account of, or in exchange for any or all of the foregoing;


 


(ix)           Investment Property and all of each Grantor’s rights,
powers, and remedies under the limited liability company operating agreements
of each of the Pledged Companies that are limited liability companies and under
the partnership agreements of each of the Pledged Companies that are
partnerships;


 


(x)            To the extent now or hereafter permitted by applicable
law, all franchises, licenses, permits and operating rights authorizing or
relating to such Grantor’s business (collectively, the “Licenses”);


 


(xi)           All books and records (including each Grantor’s Records
indicating, summarizing, or evidencing such Grantor’s assets (including the
Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s
business operations or financial condition, and each Grantor’s goods or General
Intangibles related to such information);


 


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(xii)          All software of such Grantor, other than software embedded
in any category of goods, including, without limitation, all computer programs
and all supporting information provided in connection with a transaction
related to any program (collectively, the “Software”);


 


(xiii)         All goods, chattel paper, documents,
instruments, choses in action, claims, money, deposits, certificates of
deposit, stock or share certificates and other tangible and intangible personal
property not included above;


 


(xiv)        All Commercial Tort Claims described on Schedule 3
hereof;


 


(xv)         All Supporting Obligations, including, without limitation,
letters of credit and guaranties issued in support of Accounts, chattel paper,
documents, Intangibles, instruments, or Investment Property; and


 


(xvi)        All products and proceeds of any of the above, and all
proceeds of any loss of, damage to or destruction of any of the above, whether
insured or not insured, and all other proceeds of any sale, lease or other
disposition of any property or interest therein referred to above, or of any
franchise, license, permit or operating right issued by any governmental or
regulatory body or agency, whether or not constituting a License, including,
without limitation, the proceeds of the sale or other disposition of any
License, together with all proceeds of, or payments under, or in respect of any
policies of insurance covering any or all of the above, indemnity or warranty
payments with respect to any of the above, the proceeds of any award in
condemnation with respect to any of the property covered above, any rebates or
refunds, whether for taxes or otherwise, and all proceeds of any such proceeds
(collectively, the “Proceeds”).


 


Notwithstanding anything
contained in this Agreement or any other Loan Document to the contrary, the
term “Collateral” shall not include: (i) any voting Capital Stock of any
Foreign Subsidiary to the extent that the granting of such liens would result
in adverse tax consequences to the Borrower; provided, that, in such
event, 65% of the Capital Stock of the first tier Foreign Subsidiaries of a
Loan Party may be pledged (such excluded stock, the “Excluded Foreign Stock”),
(ii) crops or farm products, (iii) vehicles and other equipment
subject to a certificate of title statute, (iv) any rights or interest in
any contract, lease, permit, license, or license agreement covering real or personal
property of any Grantor if under the terms of such contract, lease, permit,
license, or license agreement, or applicable law with respect thereto, the
grant of a security interest or lien therein is prohibited as a matter of law
or under the terms of such contract, lease, permit, license, or license
agreement and such prohibition or restriction has not been waived or the
consent of the other party to such contract, lease, permit, license, or license
agreement has not been obtained; provided that, the foregoing exclusions
of this clause (iv) shall in no way be construed (1) to apply to the
extent that any described prohibition or restriction is unenforceable under Section 9-406,
9-407, 9-408, or 9-409 of the UCC or other applicable law, or (2) to apply
to the extent that any consent or waiver has been obtained that would permit Administrative
Agent’s security interest or lien notwithstanding the prohibition or
restriction on the pledge of such contract, lease, permit, license, or license
agreement, or (v) any United States intent-to-use trademark applications
to the extent that, and solely during the period in which, the


 


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grant of a security interest therein
would impair the validity or enforceability of such intent-to-use trademark
applications under applicable federal law, provided that upon submission and
acceptance by the United States Patent and Trademark Office of an amendment to
allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor
provision), such intent-to-use trademark application shall be considered
Collateral.  The foregoing exclusions of
clauses (i) and (iv) shall in no way be construed to limit, impair,
or otherwise affect any of Administrative Agent’s or any other Secured Party’s
continuing security interests in and liens upon any rights or interests of any
Grantor in or to (1) monies due or to become due under or in connection
with any described contract, lease, permit, license, license agreement, or
Capital Stock (including any Accounts or Capital Stock), or (2) any
proceeds from the sale, license, lease, or other dispositions of any such
contract, lease, permit, license, license agreement, or Capital Stock).  For the avoidance of doubt, cardholder
funds are not the property of any Credit Party and such cardholder
funds or any account in which such cardholder funds are maintained shall
not be included as Collateral of any Credit Party.


 


(b)           This
Agreement and the Security Interest granted in the Collateral secure (i) the
timely fulfillment and performance of each and every covenant and obligation of
each Grantor under this Agreement, the Credit Agreement, the Guaranty Agreement
and any other Loan Documents to which any Grantor is a party and (ii) the
payment and performance of all Obligations (collectively, the “Secured
Obligations”).


 


(c)           Notwithstanding
anything herein to the contrary, unless an Event of Default has occurred and is
continuing, and except as otherwise provided herein or in any of the other Loan
Documents, each Grantor shall have the right to receive and retain all cash and
cash equivalent proceeds of the Pledged Capital Stock, including, but not
limited to, cash dividends and distributions received by such Grantor to the
extent permitted by the Loan Documents. 
It is the intention of the parties hereto that beneficial ownership of
the Pledged Capital Stock, including, without limitation, all voting,
consensual and distribution rights, shall remain in the Grantors until the
occurrence and during the continuance of an Event of Default and until the
Administrative Agent shall notify the Grantors of the Administrative Agent’s
exercise of voting, consensual and distribution rights to the Pledged Capital
Stock pursuant to Section 19 of this Agreement.


 


(d)           For
avoidance of doubt, it is expressly understood and agreed that, to the extent
the UCC is revised subsequent to the date hereof such that the definition of
any of the foregoing terms included in the description of Collateral is
changed, the parties hereto desire that any property which is included in such
changed definitions which would not otherwise be included in the foregoing
grant on the date hereof be included in such grant immediately upon the
effective date of such revision. 
Notwithstanding the immediately preceding sentence, the foregoing grant
is intended to apply immediately on the date hereof to all Collateral to the
fullest extent permitted by applicable law regardless of whether any particular
item of Collateral is currently subject to the UCC.


 


(e)           The
Security Interest is granted as security only and shall not subject the
Administrative Agent or the Secured Parties to, or in any way alter or modify,
any obligation or liability of any Grantor with respect to or arising out of
the Collateral.


 


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3.             Further
Assurances; Authorization; Power of Attorney.


 


(a)           Each
Grantor agrees to make, execute, deliver or cause to be done, executed and
delivered, from time to time, all such further acts, documents and things as the
Administrative Agent, on behalf of itself or any Secured Party, may reasonably
require for the purpose of perfecting or protecting its or their rights
hereunder or otherwise giving effect to this Agreement, all promptly upon
request therefor, including, but not limited to, delivery of updated schedules
describing the Collateral at such times as the Administrative Agent may request
and in form and substance reasonably satisfactory to the Administrative
Agent.  Each Grantor shall take or cause
to be performed such acts and actions as shall be necessary to assure that the
Security Interest in the Collateral shall not become subordinate or junior to
the security interests, liens or claims of any other Person except for
Permitted Liens.


 


(b)           Each
Grantor hereby authorizes the Administrative Agent, on behalf of the Secured
Parties, to file such financing statements and such other documents with
respect to the Collateral without the signature of such Grantor (as applicable)
in such form and in such filing offices as any of the Secured Parties may deem
necessary or reasonably desirable to protect or perfect the interest of any of
the Secured Parties in the Collateral and such Grantor hereby irrevocably
authorizes the Administrative Agent at any time and from time to time to file
in any filing office in any Uniform Commercial Code jurisdiction any initial
financing statements and amendments thereto that (i) indicate the
Collateral (A) as all assets of such Grantor or words of similar effect,
regardless of whether any particular asset comprised in the Collateral falls
within the scope of Article 9 of the Uniform Commercial Code of such
jurisdiction, or (B) as being of an equal or lesser scope or with greater
detail, and (ii) contain any other information required by part 5 of Article 9
of the UCC for the sufficiency or filing office acceptance of any financing
statement or amendment, including (A) whether such Grantor is an
organization, the type of organization and any organization identification
number issued to such Grantor, and (B) in the case of a financing
statement filed as a fixture filing or indicating Collateral as as-extracted
collateral or timber to be cut, a sufficient description of real property to
which the Collateral relates.  Each
Grantor agrees to furnish any information described in clause (ii) of the
foregoing sentence to the Administrative Agent promptly upon request.  Each Grantor further irrevocably appoints the
Administrative Agent, on behalf of the Secured Parties, as such Grantor’s
attorney-in-fact, with power of attorney to execute on behalf of such Grantor
such Uniform Commercial Code financing statement amendment forms as any of the
Secured Parties may from time to time deem necessary or desirable to protect or
perfect such interest.  Such power of
attorney is coupled with an interest and shall be irrevocable for so long as
any of the Secured Obligations remain unpaid or unperformed or any of the
Lenders have any obligation to make Loans and issue Letters of Credit under the
Credit Agreement, regardless of whether the conditions precedent to the making
of any such Loans and issuance of Letters of Credit have been or can be
fulfilled.


 


4.             Covenants
with respect to Perfection of Security Interest.


 


(a)           Pledge
of Instruments; Chattel Paper.


 


(i)            Unless the Administrative Agent shall otherwise consent
in writing (which consent may be revoked), each Grantor shall deliver to the
Administrative


 


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Agent all Collateral consisting of negotiable
documents, chattel paper, promissory notes and instruments with a face amount
in excess of $500,000  and
certificated securities  (in each
case, accompanied by stock powers, allonges or other instruments of transfer
executed in blank) promptly after such Grantor receives the same.


 


(ii)           If required by the terms of the Credit Agreement and not
waived by the Administrative Agent in writing (which waiver may be revoked),
each Grantor shall obtain authenticated Investment Control Agreements from each
issuer of uncertificated securities, securities intermediary, or commodities
intermediary issuing or holding any financial assets or commodities to or for
such Grantor.


 


(iii)          Each Grantor shall obtain a Deposit Account Control
Agreement with each bank or financial institution holding a Deposit Account
(other than any Excluded Account) for such Grantor in accordance with the terms
of the Credit Agreement, which agreements shall be in form and substance
reasonably satisfactory to the Administrative Agent.


 


(iv)          If any Grantor is or becomes the beneficiary of a letter of
credit with a face amount in excess of $500,000, such Grantor shall promptly,
and in any event within ten (10) Business Days after becoming a
beneficiary, notify the Administrative Agent thereof and, unless the Administrative
Agent shall otherwise consent in writing (which consent may be revoked), use
commercially reasonable efforts to enter into a tri-party agreement with the
Administrative Agent and the issuer and/or confirmation bank with respect to
Letter of Credit Rights assigning such Letter of Credit Rights to the
Administrative Agent and directing all payments thereunder to the account
indicated by the Administrative Agent, all in form and substance reasonably
satisfactory to the Administrative Agent and such Grantor.


 


(v)           Each Grantor shall take all steps reasonably necessary to
grant the Administrative Agent control of all electronic chattel paper with a
face amount in excess of $500,000  in
accordance with the UCC and all “transferable records” as defined in each of
the Uniform Electronic Transactions Act and the Electronic Signatures in Global
and National Commerce Act.


 


(vi)          Each Grantor shall promptly, and in any event within ten (10) Business
Days after the same has been acquired by it, notify the Administrative Agent of
any commercial tort claim (as defined in the UCC) with a face amount in excess
of $500,000  acquired by it and
unless otherwise consented by the Administrative Agent, such Grantor shall
enter into a supplement to this Agreement, granting to the Administrative Agent
a Lien in such commercial tort claim.


 


(vii)         If at any time any Grantor has taken a security interest in
any property of an account debtor or any other Person to secure payment and


 


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performance of an Account, such Grantor is
hereby deemed to have assigned such security interest to the Administrative
Agent as collateral security hereunder, unless such assignment is prohibited by
the terms of any such agreement between such Grantor and such account debtor or
by applicable law.  Such assignment need
not be filed of public record unless necessary to continue the perfected status
of the security interest against creditors of and transferees from the account
debtor or other Person granting the security interest.  So long as no Event of Default has occurred
and is continuing, the Administrative Agent and the Lenders will refrain from
communicating in any manner with any such account debtor, its creditors,
transferees or other Person granting the security interest.


 


(viii)        No Grantor shall, without the
Administrative Agent’s prior written consent, grant any extension of the time
of payment of any of the Accounts, compromise, compound or settle the same for
less than the full amount thereof, release, wholly or partly, any Person liable
for the payment thereof or allow any credit or discount whatsoever thereon,
other than extensions, credits, discounts, compromises or settlements granted
or made in the ordinary course of business and consistent with its current
practices and in accordance with such prudent and standard practices used in
industries that are the same as or similar to those in which such Grantor is
engaged.


 


(b)           Covenants
Regarding Patent, Trademark and Copyright Collateral.


 


(i)            Each Grantor agrees that it will not, nor will it permit
any of its licensees to, do any act, or omit to do any act, whereby any patent
owned by such Grantor which is material to the conduct of such Grantor’s
business may lapse prior to the end of its statutory term, and to use its
commercially reasonable efforts to avoid any such patent from becoming
invalidated or dedicated to the public, and agrees that it shall continue to
mark any products covered by a patent owned by such Grantor with the relevant
patent number as may be reasonably necessary and sufficient to establish and
preserve its rights under applicable laws.


 


(ii)           Each Grantor (either itself or through its licensees or
its sublicensees) will, for each trademark owned by such Grantor that is
material to the conduct of such Grantor’s business, (A) maintain such
trademark in full force free from any claim of abandonment or invalidity for
non-use, (B) maintain the quality of products and services offered under
such trademark, (C) if applicable, display such trademark with notice of
any Federal or foreign registration to the extent reasonably necessary and
sufficient to establish and preserve its rights under applicable law and (D) not
knowingly use or knowingly permit the use of such trademark in violation of any
third party rights.


 


(iii)          Each Grantor (either itself or through its licensees) will,
for each work covered by a copyright owned by such Grantor that is material to
the conduct of such Grantor’s business, continue to, as applicable, publish,
reproduce, display, adopt and distribute the work with appropriate copyright
notice as 


 


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reasonably necessary and sufficient to
establish and preserve its rights under applicable laws.


 


(iv)          Each Grantor shall promptly notify the Administrative Agent
if it knows or has reason to know that any patent, trademark or copyright owned
by such Grantor that is material to the conduct of its business could be
reasonably expected to become abandoned, lost or dedicated to the public (other
than at the end of its statutory term), or of any adverse legal determination
(including the institution of, or any such adverse determination in, any
proceeding in the United States Patent and Trademark Office, United States
Copyright Office or any court or similar office of any country, other than
office actions issued in the ordinary course of prosecution) of which such
Grantor has notice regarding such Grantor’s ownership of any such patent,
trademark or copyright, its right to register the same, or to keep and maintain
the same.


 


(v)           In no event shall any Grantor, either itself or through
any agent, employee, licensee or designee, file an application for any patent,
trademark or copyright (or for the registration of any trademark or copyright)
with the United States Patent and Trademark Office, United States Copyright
Office or any office or agency in any political subdivision of the United
States or in any other country or any political subdivision thereof, unless it
promptly (and in any event within thirty (30) days of the date of such filing)
informs the Administrative Agent thereof, and, upon the request of the
Administrative Agent, each Grantor shall promptly execute and deliver any and
all agreements, instruments, documents and papers as the Administrative Agent
may reasonably request to evidence the Administrative Agent’s security interest
in such patent, trademark or copyright (including but not limited to, a
Copyright Security Agreement in substantially the form attached hereto as Exhibit A,
a Patent Security Agreement in substantially the form attached hereto as Exhibit B,
and a Trademark Security Agreement in substantially the form attached hereto as
Exhibit C, as applicable (collectively, “Intellectual Property
Security Agreements”)), and each Grantor hereby appoints the Administrative
Agent as its attorney-in-fact to execute and file such writings for the
foregoing purposes, all acts of such attorney being hereby ratified and
confirmed; such power, being coupled with an interest, is irrevocable during
the term of this Agreement.


 


(vi)          Each Grantor will take all reasonably necessary steps that
are consistent with the practice in any proceeding before the United States
Patent and Trademark Office, United States Copyright Office or any office or
agency in any political subdivision of the United States or in any other
country or any political subdivision thereof, to maintain and pursue each
application relating to the patents, trademarks and/or copyrights (and to
obtain the relevant grant or registration) that are owned by such Grantor and
material to the conduct of such Grantor’s business and to maintain each issued
patent and each registration of the trademarks and copyrights that are owned by
such Grantor and material to the conduct of such Grantor’s business, including
timely filings of applications for renewal, affidavits of use, affidavits of
incontestability and payment of


 


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maintenance fees, and, if such Grantor
determines it is in its best interests, to initiate opposition, interference
and cancellation proceedings against third parties.


 


(vii)         In the event that any Grantor has reason to believe that any
Collateral consisting of a patent, trademark or copyright owned by such Grantor
and material to the conduct of such Grantor’s business has been or is, to the
knowledge of such Grantor, about to be infringed, misappropriated or diluted by
a third party, such Grantor promptly shall notify the Administrative Agent and
shall, if such Grantor determines that it is commercially reasonable, promptly
sue for infringement, misappropriation or dilution and to recover any and all
damages for such infringement, misappropriation and/or dilution, and take such
other actions as are appropriate under the circumstances to protect such
Collateral.


 


(viii)        Upon and during the continuation of an
Event of Default, each Grantor shall use its commercially reasonable efforts to
obtain all requisite consents or approvals by the licensor of each License to
effect the assignment of all of such Grantor’s right, title and interest
thereunder to the Administrative Agent or its designee to the extent such
right, title and interest has not previously been assigned.


 


(c)           Covenants
Regarding Pledged Capital Stock and Subsidiaries.  Each Grantor covenants and agrees that it
will not, without the prior written consent of the Administrative Agent,
(i) vote or take any action with respect to the Pledged Capital Stock
which would constitute a Default or an Event of Default, (ii) except as
permitted under the Credit Agreement, consent to the issuance of any additional
Capital Stock in any Subsidiary of such Grantor to any Person other than such
Grantor, (iii) consent to any amendment, supplement, waiver, or other
modification of any term, condition, or provision of the articles or
certificate of incorporation, bylaws, partnership certificate, limited
liability company certificate, partnership agreement, limited liability company
agreement, or other organizational or governing document of such Grantor or any
Subsidiary of such Grantor (A) in any manner materially adverse to the
Secured Parties or (B) which would adversely affect the Secured Party’s
lien on the Collateral of any such Grantor or Subsidiary of such Grantor, (iv) except
as permitted under the terms of the Credit Agreement, cause, permit or allow
any of the Pledged Capital Stock or any asset of any Subsidiary of such Grantor
to be leased, sold, conveyed, pledged, hypothecated, transferred or otherwise
encumbered or disposed of, or (v) cause, permit or allow any Subsidiary of
such Grantor to be dissolved or liquidated or to acquire, be acquired by,
merged or consolidated into or with any other Person, in each case, except as
permitted under the terms of the Credit Agreement.


 


5.             Loan Document Terms.  Each Grantor shall at all times comply with
the covenants and other obligations, including, without limitation, the
Obligations, applicable to it under the Credit Agreement and each other Loan
Document, and each such covenant and other obligation is hereby incorporated
herein by reference and made a part hereof.


 


6.             Representations
and Warranties.  Each Grantor
represents and warrants to the Secured Parties that:


 


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(a)           such
Grantor is the legal and beneficial owner of the Collateral;


 


(b)           the
execution, delivery and performance of this Agreement and the fulfillment of
the terms hereof (i) will not result in a breach of any of the terms or
provisions of, or constitute a default under its articles or certificate of
incorporation, bylaws, partnership certificate, limited liability company
certificate, partnership agreement, limited liability company agreement, or
other organizational or governing document as presently in effect, or any
applicable law, or result in the termination or cancellation of or any default
under any material indenture, mortgage, deed of trust, deed to secure debt or
other agreement or instrument to which such Grantor is a party or by which any
of such Grantor’s property is bound or affected, (ii) does not require any
consent or approval of, registration or filing with, or any action by, any
Governmental Authority, except those as have been obtained or made and are in
full force and effect and filings necessary to perfect the Security Interest in
the Collateral, and (iii) will not violate any Requirements of Law
applicable to such Grantor or any judgment, order or ruling of any Governmental
Authority;


 


(c)           such
Grantor has taken all necessary legal action to authorize the execution and
delivery of this Agreement by such Grantor, and this Agreement, when executed
and delivered, will be the valid and binding obligation of such Grantor
enforceable in accordance with its terms, subject to the limitations on
enforceability under bankruptcy, moratorium, reorganization, insolvency and
similar laws affecting the enforceability of creditors rights generally and
limitations on the availability of equitable remedies imposed by the
application of general equity principles;


 


(d)           the
Security Interest in the Collateral granted to the Administrative Agent, for
itself and on behalf of the Secured Parties, hereunder shall constitute, upon
the completion of all necessary filings or notices in proper public offices or
the taking of any necessary possessions or similar acts, a perfected first
priority security interest in the Collateral, subject only to Permitted Liens
and to the extent that a first priority security interest can be granted by
such a filing and the terms and conditions of this Agreement;


 


(e)           all
Pledged Capital Stock has been duly authorized and validly issued, and
constitutes (i) with respect to any Domestic Subsidiary or other domestic
Person, one hundred percent (100%) of the Capital Stock owned by such Grantor
in the issuer of such Capital Stock and (ii) with respect to any Foreign
Subsidiary, sixty-five percent (65%) of the voting Capital Stock of such
Foreign Subsidiary and one-hundred percent (100%) of the non-voting Capital
Stock of such Foreign Subsidiary);


 


(f)            such
Grantor has the unencumbered right and power to pledge the Pledged Capital
Stock as provided herein;


 


(g)           the
information set forth in Schedule 1 hereto relating to the Pledged
Capital Stock is true, correct and complete in all respects as of the date
hereof;


 


(h)           none
of the Pledged Capital Stock consisting of partnership or limited liability
company interests (i) is dealt in or traded on a securities exchange or in
a securities market, (ii) by its terms expressly provides that it is a security
governed by Article 8 of the UCC, 


 


11

















 


(iii) is an investment company security, (iv) is
held in a Securities Account or (v) constitutes a Security or a Financial
Asset.


 


Not in limitation of the foregoing, each Grantor
further makes each of the representations and warranties applicable to it under
the Credit Agreement and each other Loan Document, and each such representation
and warranty is hereby incorporated herein by reference and made a part hereof.


 


7.             Location
of Chief Executive Office, FEIN, Organizational Number and Name Change.  Each Grantor further represents and warrants
that, as of the date hereof, its jurisdiction of organization, its chief
executive office and the locations of all of its records concerning its
Collateral, and its Federal Employer Identification Number and Organizational
Number, if any, are as set forth on Schedule 2 attached hereto.


 


Each Grantor hereby covenants and
agrees that it shall not keep any of such records at any other address not
listed on Schedule 2 unless written notice thereof is given to the
Administrative Agent, at least ten (10) days prior to the effective date
of any new address for the keeping of such records and such Grantor has taken
all action deemed reasonably necessary by the Administrative Agent to cause its
Security Interest in the Collateral to be perfected with the priority required
by this Agreement.  Each Grantor further
agrees that it shall promptly advise the Administrative Agent in writing of the
opening of any new place of business and such Grantor has taken all action
deemed reasonably necessary by the Administrative Agent to cause its Security
Interest in the Collateral to be perfected with the priority required by this
Agreement.  Each Grantor hereby covenants
and agrees that it shall not change its name, identity, corporate structure,
organizational number, state of incorporation or organization except as
permitted by Section 6.3(a) of the Credit Agreement and only
if such Grantor has taken all action reasonably deemed necessary by the
Administrative Agent to cause its Security Interest in the Collateral to be
perfected with the priority required by this Agreement.  Each Grantor shall not reincorporate or
reorganize itself under the laws of any jurisdiction other than the
jurisdiction in which it is incorporated or organized as of the date hereof
without the prior written consent of the Administrative Agent in accordance
with the terms of the Credit Agreement.


 


8.             Collateral
Not Fixtures.  The parties intend
that the Collateral shall remain personal property irrespective of the manner
of its attachment or affixation to realty.


 


9.             Risk
of Loss, Sale of Collateral.  Any and
all injury to, or loss or destruction of, the Collateral shall be at the risk
of the Grantors, and shall not release the Grantors from their obligations
hereunder.  Except as permitted under the
Credit Agreement, each Grantor agrees not to sell, transfer, assign, dispose
of, mortgage, grant a security interest in, or encumber any of the Collateral
in any manner.  Each Grantor agrees that
the Administrative Agent, on behalf of the Secured Parties, may, but shall in
no event be obligated to, insure any of the Collateral in such form and amount
as the Administrative Agent, on behalf of the Secured Parties, reasonably may
deem necessary if such Grantor fails to obtain insurance as required by the
Credit Agreement, and that the Administrative Agent, on behalf of the Secured
Parties, may, if such Grantor fails to do so as required by the Credit
Agreement, pay or discharge any taxes, Liens, or encumbrances on any of the
Collateral, and such Grantor agrees to promptly pay any such sum so expended by
the Administrative Agent with interest at the rate applicable to Loans at such
time, and such


 


12

















 


sums and interest shall be deemed to be a part of
the Secured Obligations secured by the Collateral under the terms of this
Agreement.


 


10.           Application
of Distributions.  Upon the
occurrence and during the continuation of an Event of Default, the
Administrative Agent is hereby granted full irrevocable power and authority to
hold, use and apply all cash and non-cash dividends and distributions issued in
connection with the Pledged Capital Stock, together with all interest earned
thereon, in partial payment of the Secured Obligations and may convert any such
non-cash distributions to cash and apply the proceeds thereof as well as any
cash distributions (a) in partial payment of the Secured Obligations and
(b) in payment of charges or expenses incurred by the Secured Parties, or
any of them, to which they are entitled pursuant to the Credit Agreement, in
connection with any and all things which the Secured Parties, or any of them,
may do or cause to be done hereunder.


 


11.           Additional
Collateral Securities.  Subject to the limitations in Section 2
of this Agreement, in the event that, during the term of this Agreement:


 


(a)           any
reclassification, readjustment, or other change is declared or made with respect
to any of the Pledged Capital Stock (including, without limitation, any
certificate representing a distribution in connection with any increase or
reduction of capital, reclassification, merger, consolidation, sale of assets,
combination of interests, spinoff, split-off or otherwise), or any promissory
notes or other instruments (in the case of promissory notes or other
instruments with a face amount in excess of $500,000)  are received by any Grantor, by virtue of its being or having
been an owner of any Collateral, all new, substituted and additional Capital
Stock, promissory notes, or instruments issued by reason of any such change and
received by any Grantor, or to which any Grantor shall be entitled, shall be
pledged to the Administrative Agent, on behalf of the Secured Parties, together
with any necessary endorsement or assignments endorsed in blank by such
Grantor, and a revised Schedule 1 which shall replace the then existing Schedule
1 to this Agreement and shall thereupon constitute Collateral to be subject
to the Liens of the Administrative Agent, on behalf of the Secured Parties, as
Collateral under the terms of this Agreement;


 


(b)           any
subscriptions, warrants, appreciation rights or any other rights or options or
any other security, whether as an addition to, substitution for, or in exchange
for any Pledged Capital Stock, or otherwise, shall be issued in connection with
any of the Pledged Capital Stock (except as permitted under the Credit
Agreement), all new interests or other securities acquired through such
subscriptions, warrants, appreciation rights, rights or options by any Grantor
shall be pledged to the Administrative Agent, on behalf of the Secured Parties,
and shall thereupon constitute Pledged Capital Stock, to be encumbered by the
Administrative Agent, on behalf of the Secured Parties, as Collateral under the
terms of this Agreement; and


 


(c)           any
distribution payable in securities or property other than cash, or other
distribution in connection with a partial or total liquidation or dissolution
or in connection with a reduction of capital, is received by any Grantor, by
virtue of its being or having been an owner of any Pledged Capital Stock, such
Grantor shall receive such payment or distribution in trust, for the benefit of
the Secured Parties, shall segregate same from such Grantor’s other property
and shall deliver it to the Administrative Agent in the exact form received,
with any necessary


 


13

















 


endorsement or assignments duly executed in blank,
to be encumbered by the Administrative Agent, on behalf of the Secured Parties,
as Collateral hereunder.


 


12.           Remedies.


 


(a)           Upon
the occurrence and during the continuance of an Event of Default, the
Administrative Agent, on behalf of the Secured Parties, shall have such rights
and remedies as are set forth in the Credit Agreement and herein, all the
rights, powers and privileges of a secured party under the UCC or the Uniform
Commercial Code of any other applicable jurisdiction, and all other rights and
remedies available to the Administrative Agent, on behalf of any Secured Party,
at law or in equity (including the right to file documentation evidencing the
assignment of any Collateral constituting patents, trademarks, trademark
applications, internet domain names or similar assets or rights to the
Administrative Agent with the United States Patent and Trademark Office or any
other governmental or non-governmental agency, organization or entity).  Each Grantor covenants and agrees that any notification
of intended disposition of any Collateral, if such notice is required by law,
shall be deemed reasonably and properly given if given in the manner provided
for in Section 27 hereof at least ten (10) days prior to such
disposition.  Upon the occurrence and
during the continuance of an Event of Default, the Administrative Agent, on
behalf of the Secured Parties, shall have, to the extent permitted under
applicable law, the right to the appointment of a receiver for the properties
and assets of any Grantor, and the Grantors hereby consent to such rights and
such appointment and hereby waive any objection the Grantors may have thereto
or the right to have a bond or other security posted by the Administrative
Agent, on behalf of the Secured Parties, in connection therewith.  The rights of the Administrative Agent shall
be subject to its prior compliance with federal and state laws and regulations,
to the extent applicable to the exercise of such rights.


 


(b)           Upon
the occurrence and during the continuance of an Event of Default, the
Administrative Agent, on behalf of the Secured Parties, may sell, transfer or
otherwise dispose of the Collateral or any interest or right therein or any
part thereof, in one or more parcels, at the same or different times, at a
public or private sale, or may make any other commercially reasonable
disposition of the Collateral or any portion thereof.  The Secured Parties
may purchase the Collateral or any portion thereof at any public (except in
accordance with Section 15) foreclosure sale.  Each purchaser at any sale or other
disposition of the Collateral shall hold the Collateral sold absolutely free
from any claim or right on the part of any Grantor, and, to the extent
permitted by applicable law, the Grantors hereby waive all rights of
redemption, stay, valuation and appraisal the Grantors now have or may at any
time in the future have under any applicable law now existing or hereafter
enacted.  The proceeds of the sale or
other disposition shall be applied to the Secured Obligations in such order as
set forth in the Credit Agreement.  Any
remaining proceeds shall be paid over to the Grantors or others as provided by
applicable law.


 


(c)           Upon
the occurrence and during the continuance of an Event of Default, the
Administrative Agent, on behalf of the Secured Parties, may proceed to perform
any and all of the obligations of any Grantor contained in any of the
Contracts, the Other Contracts or the Leases and exercise any and all rights of
any Grantor therein contained as fully as such Grantor itself could.  Each Grantor hereby appoints the
Administrative Agent its attorney-in-fact, effective upon the occurrence and
during the continuance of an Event of Default, with power of


 


14

















 


substitution, to take such action, execute such
documents, and perform such work, as the Administrative Agent may deem
reasonably appropriate in exercise of the rights and remedies granted the
Administrative Agent herein.  The powers
herein granted shall include, but not be limited to, powers to sue on the
Contracts, the Other Contracts, or the Leases and to seek all governmental
approvals required for the operation of the Grantors’ business.  The power of attorney granted herein is
coupled with an interest and shall be irrevocable until Security Termination.


 


(d)           Upon
the occurrence and during the continuance of an Event of Default, should any
Grantor fail to perform or observe any covenant or comply with any condition
contained in any of the Contracts, the Other Contracts, the Leases, or the
Licenses then the Administrative Agent, on behalf of the Secured Parties, but
without obligation to do so and without releasing such Grantor from its
obligation to do so, may perform such covenant or condition and, to the extent
that the Administrative Agent shall incur any costs or pay any expenses in
connection therewith, including any costs or expenses of litigation associated
therewith, such costs, expenses or payments shall be included in the Secured
Obligations and shall bear interest from the payment of such costs or expenses
at the Default Rate but only for so long as such Event of Default is continuing
and at all other times at the rate applicable to Eurodollar Loans at such
time.  No Secured Party shall be
obligated to perform or discharge any obligation of any Grantor under any of
the Contracts, the Other Contracts, the Leases, or Licenses and, except as may
result from the gross negligence or willful misconduct of any Secured Party,
each Grantor agrees to indemnify and hold each Secured Party harmless against
any and all liability, loss and damage which the Secured Parties, or any of
them, may incur under any of the Contracts, the Other Contracts, the Leases, or
Licenses or under or by reason of this Agreement, and any and all claims and
demands whatsoever which may be asserted against any Grantor by reason of an
act of any of the Secured Parties under any of the terms of this Agreement or
under the Contracts, the Other Contracts, the Leases, or Licenses except to the
extent such claims, losses or liabilities result from the gross negligence or
willful misconduct of any of the Secured Parties.


 


(e)           Each
Grantor hereby acknowledges that the Secured Obligations arose out of a
commercial transaction, and agrees that if an Event of Default shall occur and
be continuing, the Administrative Agent and the other Secured Parties shall
have the right to an immediate writ of possession without notice of a hearing,
and hereby knowingly and intelligently waives any and all rights it may have to
any notice and posting of a bond by the Administrative Agent and the other
Secured Parties, or any of them, prior to seizure by the Administrative Agent
or any of the other Secured Parties, or any of their transferees, assigns or
successors in interest, of the Collateral or any portion thereof.


 


(f)            For
the purpose of enabling the Administrative Agent to exercise rights and
remedies under this Section at such time as the Administrative Agent shall
be lawfully entitled to exercise such rights and remedies, each Grantor hereby
grants to the Administrative Agent a non-exclusive license (exercisable without
payment of royalty or other compensation to such Grantor) to use, license or
sub-license any of the Collateral consisting of intellectual property now owned
or hereafter acquired by such Grantor, and wherever the same may be located and
including in such license reasonable access to all media in which any of the
licensed items may be recorded or stored and to all computer software and
programs used for the


 


15

















 


compilation or printout thereof.  The use of such license by the Administrative
Agent may be exercised, at the option of the Administrative Agent, upon the
occurrence and during the continuation of an Event of Default; provided
that any license, sub-license or other transaction entered into by the
Administrative Agent in accordance herewith shall be binding upon any Grantor
notwithstanding any subsequent cure or waiver of an Event of Default.  Upon Security Termination, this license
granted to the Administrative Agent shall automatically and immediately
terminate.


 


13.           Administrative
Agent Attorney-in-Fact - Additional Powers. 
Each Grantor hereby further appoints the Administrative Agent as its
attorney-in-fact, provided that such appointment shall not be exercised until
the occurrence of and during the continuance of an Event of Default, with power
of substitution, and with authority to collect any and all distributions of
cash and other assets due such Grantor from each issuer of Pledged Capital
Stock, to receive, open and dispose of in an appropriate manner all mail
addressed to such Grantor, and to notify the postal authorities to change the
address for delivery of mail addressed to such Grantor to such address as the
Administrative Agent may designate, to endorse the name of such Grantor on any
note, acceptance, check, draft, money order or other evidence of debt or of
payment which may come into the possession of any Secured Party, and generally
to do such other things and acts in the name of such Grantor as are necessary
or appropriate to protect or enforce the rights hereunder of the Secured
Parties.  Each Grantor further authorizes
the Administrative Agent, on behalf of the Secured Parties, effective upon the
occurrence and during the continuance of an Event of Default, to compromise and
settle or to sell, assign or transfer or to ask, collect, receive or issue any
and all claims possessed by such Grantor all in the name of such Grantor.  After deducting all expenses and charges
(including attorneys’ fees) of retaking, keeping, storing and selling the
Collateral, the Administrative Agent shall apply the proceeds in payment of any
of the Secured Obligations in such order of application as is set forth in Section 2.11
of the Credit Agreement, and, if a deficiency results after such application,
each Grantor covenants and agrees to pay such deficiency to the Secured
Parties.  The power of attorney granted
herein is coupled with an interest and shall be irrevocable until Security
Termination.


 


14.           Termination
and Release.  Upon Security
Termination, the Security Interests granted hereunder shall automatically
terminate and the Administrative Agent shall promptly take any actions
reasonably necessary or reasonably requested by the Grantors to terminate and
release permanently the Security Interest in the Collateral granted to the
Administrative Agent, on behalf of the Secured Parties hereunder, and any
financing statements filed in connection herewith, and to cause the Collateral
and any instrument of transfer previously delivered to the Administrative Agent
to be delivered to the Grantors, all at the cost and expense of the Grantors
(including by filing releases of any Intellectual Property Security Agreements
filed in the United States Patent and Trademark Office, the United States
Copyright Office or any similar office of any other country).


 


15.           Disposition
of Pledged Capital Stock by the Administrative Agent.  To the extent that the Pledged Capital Stock
are not registered under the various federal or state securities acts, the
disposition thereof after the occurrence and during the continuance of an Event
of Default may be restricted to one or more private (instead of public) sales
in view of the lack of such registration; each Grantor understands that, upon
such disposition, the Administrative Agent, on


 


16

















 


behalf of the Secured Parties, may approach only a
restricted number of potential purchasers and further understands that a sale
under such circumstances may yield a lower price for the Pledged Capital Stock
than if the Pledged Capital Stock were registered pursuant to federal and state
securities legislation and sold on the open market.  The Pledged Capital
Stock is not, as of the date of this Agreement, registered under the various
federal and state securities laws.  Each
Grantor, therefore, agrees that:


 


(a)           if
the Administrative Agent, on behalf of the Secured Parties, shall, pursuant to
the terms of this Agreement, sell or cause the Pledged Capital Stock or any
portion thereof to be sold at a private sale, the Secured Parties shall have
the right to rely upon the advice and opinion of any national brokerage or
investment firm having recognized expertise and experience in connection with
shares or obligations of companies or entities in the same or similar business
as the issuing company or entity, which brokerage or investment firm shall have
reviewed financial data and other information available to the Secured Parties
pertaining to the Grantors and their Subsidiaries (but shall not be obligated
to seek such advice, and the failure to do so shall not be considered in
determining the commercial reasonableness of the Administrative Agent’s action)
as to the best manner in which to expose the Pledged Capital Stock for sale and
as to the best price reasonably obtainable at the private sale thereof; and


 


(b)           absent
manifest error, such reliance shall be conclusive evidence that the Secured
Parties have handled such disposition in a commercially reasonable manner.


 


16.           Rights
Cumulative.  Each Grantor agrees that
the rights of the Secured Parties, under this Agreement, the Credit Agreement,
any other Loan Document, any document executed in connection therewith, or any
other contract or agreement now or hereafter in existence among the Secured
Parties, or any of them, and any Grantor shall be cumulative, and that the
Secured Parties, or any of them, may from time to time exercise such rights and
such remedies as the Secured Parties, or any of them, may have thereunder and
under the laws of the United States and any state, as applicable, in the manner
and at the time that the Secured Parties in their sole discretion desire.  Each Grantor further expressly agrees that
the Secured Parties shall not in any event be under any obligation to resort to
any Collateral prior to exercising any other rights that the Secured Parties,
or any of them, may have against any Grantor or its property, or to resort to
any other collateral for the Secured Obligations prior to the exercise of
remedies hereunder nor shall the rights and remedies of the Secured Parties be
conditional or contingent on any attempt of the Secured Parties to exercise any
of its or their rights under any other documents executed in connection
herewith against such party or against any other Person.


 


17.           Responsibilities
of Secured Parties.


 


(a)           None
of the Secured Parties shall in any way be responsible for any failure to do
any or all of the things for which rights, interests, power and authority are
herein granted.  The Secured Parties
shall be responsible only for the application of such cash or other property as
it actually receives under the terms hereof and the exercise of ordinary care
in the custody of any Collateral in its possession; provided, however,
that the failure of the Administrative Agent to do any of the things or
exercise any of the rights, interests, powers and authorities hereunder shall
not be construed to be a waiver of any such rights, interests, powers and
authorities.


 


17

















 


(b)           Upon
the occurrence of an Event of Default, the Administrative Agent shall receive,
to the fullest extent permitted by applicable law and governmental policy, all
rights necessary or desirable to obtain, use or sell the Pledged Capital Stock,
and to exercise all remedies available to it under this Agreement, the Loan
Documents, the UCC or other applicable law.


 


18.           Grantors’
Obligations Absolute.


 


(a)           The
obligations of the Grantors under this Agreement shall be direct and immediate
and not be conditional or contingent upon the pursuit of any other remedies
against the Grantors, or any of them, or any other Person, nor against other
security or Liens available to any Secured Party or its or their respective
successors, assigns or the Administrative Agent.  The Grantors waive any right to require that
an action be brought against any other Person or to require that any Secured
Party resort to any security or to any balance of any deposit account or credit
on the books of any Lender in favor of any other Person or to require resort to
rights or remedies hereunder prior to the exercise of any other rights or
remedies of the Secured Parties in connection with the Loans and Letters of
Credit.


 


(b)           The
obligations of the Grantors hereunder shall remain in full force and effect
without regard to, and shall not be impaired by: (i) any bankruptcy,
insolvency, reorganization, arrangements, readjustment, composition, liquidation
or the like of any Grantor or any issuer of the Collateral; (ii) any
exercise or non-exercise or any waiver by the Secured Parties of any rights,
remedy, power or privilege under or in respect of the Secured Obligations, this
Agreement, the Credit Agreement, or any other document executed in connection
therewith, or any security for any of the Secured Obligations (other than this
Agreement); or (iii) any amendment to or modification of the Secured
Obligations, this Agreement, the Credit Agreement or any other document
executed in connection therewith or any security for any of the Secured
Obligations (other than this Agreement), whether or not the Grantors shall have
notice or knowledge of any of the foregoing, but nothing contained herein shall
be deemed to authorize the amendment of any such documents to which any Grantor
is a party without such Grantor’s written agreement.


 


19.           Voting
Rights.  Upon the occurrence and
during the continuance of an Event of Default, the Administrative Agent,
on behalf of the Secured Parties, may exercise all voting rights and all other
ownership or consensual rights of, or with respect to, the Pledged Capital
Stock, but under no circumstances is the Administrative Agent obligated to
exercise such rights. Each Grantor hereby appoints the Administrative Agent as
such Grantor’s true and lawful attorney-in-fact and irrevocable proxy to vote
the Pledged Capital Stock in any manner the Administrative Agent deems
advisable, consistent with the provisions of the Credit Agreement, for or
against all matters submitted or which may be submitted to a vote of the
holders of the Capital Stock in such Person; provided, however,
that, until such occurrence of an Event of Default, and at all times thereafter
when no Event of Default is continuing, each Grantor shall retain exclusively
all voting rights to its Pledged Capital Stock.


 


20.           Registration
of Assignment.  The registrar, if
any, for the Pledged Capital Stock shall be each of the Subsidiaries of the
Grantors and such Persons as indicated by the issuers of the Pledged Capital
Stock which are not Subsidiaries (collectively, the “Registrars”).  With


 


18

















 


respect to the Pledged Capital Stock of any
Subsidiary, the registration records, if any, of each of the issuers of the
Pledged Capital Stock which are maintained by and in the possession of each of
the Registrars (the “Registration Books”) are the only records
maintained to evidence the ownership and transfer of ownership or other
interests, including security interests, in the Pledged Capital Stock.  There is no effective registration of record
or to the knowledge of any Grantor any claim with respect thereto, of any Lien
on the Pledged Capital Stock, other than the Lien set forth herein.  The assignment granted in the Pledged Capital
Stock of a Subsidiary hereby has been duly entered in the Registration Books,
if any, maintained for such purpose by each of the Registrars.  The Grantors shall ensure that none of the
Registrars shall cause, suffer or permit to occur any transfer of record of the
Pledged Capital Stock or any interest therein except in accordance with the
Credit Agreement.  Upon receipt of
written notice by the Administrative Agent that an Event of Default has
occurred and is continuing and that all or any part of the Pledged Capital
Stock or any interest therein have been sold, assigned or otherwise disposed of
by the Secured Parties in accordance with the terms hereof, and identifying the
interests so assigned, the Grantors shall ensure that each of the Registrars
shall forthwith cause the Pledged Capital Stock to be re-registered as
appropriate to duly reflect of record such transfers.


 


21.           Security
Interest Absolute.  All rights of the Secured Parties and all security
interests and all obligations of the Grantors hereunder shall be absolute and
unconditional irrespective of: 
(a) any lack of validity or enforceability of the Credit Agreement,
the Notes, or any other Loan Document; (b) any change in the time, manner
or place of payment of, or any other term in respect of, all or any of the
Secured Obligations, or any other amendment or waiver of or consent to any
departure from the Credit Agreement, the Notes, or any other Loan Document;
(c) any increase in, addition to, exchange or release of, or
non-perfection of any Lien on or security interest in any other collateral or
any release of, amendment of, waiver of, consent to or departure from any
security document or guaranty, for all or any of the Secured Obligations; or
(d) the absence of any action on the part of the Secured Parties to obtain
payment or performance of the Secured Obligations from any other Loan Party.


 


22.           Changes
in Applicable Law.  The parties
acknowledge their intent that, upon the occurrence and during the continuation
of an Event of Default, the Administrative Agent shall receive, to the fullest
extent permitted by applicable law, all rights necessary or desirable to
obtain, use or sell the Collateral and to exercise all remedies available to it
under this Agreement, the UCC as in effect in any applicable jurisdiction, or
other applicable law.  The parties
further acknowledge and agree that, in the event of changes in law occurring
subsequent to the date hereof that affect in any manner the Administrative
Agent’s rights of access to, or use or sale of, the Collateral, or the
procedures necessary to enable the Administrative Agent to obtain such rights
of access, use or sale, the Administrative Agent and the Grantors shall amend
this Agreement in such manner as the Administrative Agent shall reasonably
request in order to provide the Administrative Agent such rights to the
greatest extent possible consistent with this Agreement on the date hereof.


 


23.           Amendments
and Waivers. No amendment, modification, waiver, transfer or renewal,
extension, assignment or termination of this Agreement or of the Credit
Agreement or of any other Loan Document, or of any instrument or document
executed and delivered by any Grantor or any other obligor to the Secured
Parties, nor additional Loans made or Letters of


 


19

















 


Credit issued by the Secured Parties, to any
Grantor, nor the taking of further security, nor the retaking or re-delivery or
release of the Collateral to any Grantor or any other collateral or guaranty by
the Secured Parties, nor any lack of validity or enforceability of any Loan
Document or any term thereof nor any other act of the Secured Parties, shall
release the Grantors from any Secured Obligation, except a release or discharge
executed in writing by the Administrative Agent in accordance with the Credit
Agreement with respect to such Secured Obligation or upon Security
Termination.  None of the Secured Parties
shall by any act, delay, omission or otherwise, be deemed to have waived any of
its or their rights or remedies hereunder, unless such waiver is in writing and
signed by the Administrative Agent or one or more of the Administrative Agent
or the Lenders in accordance with the Credit Agreement and then only to the extent
therein set forth.  A waiver by the
Secured Parties, of any right or remedy on any occasion shall not be construed
as a bar to the exercise of any such right or remedy which any such Person
would otherwise have had on any other occasion.


 


24.           New
Subsidiaries.  Each new Subsidiary of
any Loan Party (whether by acquisition, creation or designation) that is
required to enter into this Agreement pursuant to Section 5.11 of
the Credit Agreement, shall execute and deliver in favor of the Administrative
Agent an instrument in the form of the Pledge and Security Agreement Supplement
attached hereto and made a part hereof as Annex 1 (the “Pledge
and Security Agreement Supplement”). 
Upon the execution and delivery of the Pledge and Security Agreement
Supplement by such new Subsidiary, such Subsidiary shall become a Grantor
hereunder with the same force and effect as if originally named as a Grantor
herein.  The execution and delivery of
any Pledge and Security Agreement Supplement shall not require the consent of
any Grantor hereunder.  The rights and
obligations of each Grantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Grantor hereunder.


 


25.           Assignment.  Each Grantor agrees that this Agreement and
rights of the Secured Parties hereunder may in the discretion of such Person be
assigned in whole or in part by such Person in connection with any permitted
assignment of the Credit Agreement or the indebtedness evidenced thereby.  The Administrative Agent may also appoint
sub-Administrative Agents in accordance with the terms of the Credit
Agreement.  Each Grantor agrees that the
rights of any and all assignees shall be independent of any claims such Grantor
may have against the assignor or assignors. 
In the event this Agreement is so assigned by any of the Secured
Parties, the terms “Administrative Agent,” “Secured Parties,” and “Secured
Party” wherever used herein shall be deemed to refer to and include any such
assignee or assignees, as appropriate.


 


26.           Successors
and Assigns.  This Agreement shall
apply to and bind the respective successors and permitted assigns of the
Grantors and inure to the benefit of the respective successors and assigns of
the Secured Parties.


 


27.           Notices.  All notices and other communications required
or permitted hereunder shall be in writing and shall be given in a manner
prescribed in Section 10.1 of the Credit Agreement.


 


28.           Governing
Law; Binding Agreement.  The
provisions of this Agreement shall be construed and interpreted, and all rights
and obligations of the parties hereto determined, in accordance with the laws
of the State of New York, without regard to conflicts of law principles.


 


20














 


This Agreement, together with all documents referred
to herein, constitutes the entire Agreement among the Grantors and the Secured
Parties, or any of them, with respect to the matters addressed herein, and may
not be modified except by a writing executed and delivered by the parties
hereto.


 


29.                                 WAIVER OF JURY
TRIAL.  THE PARTIES HERETO WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.


 


30.                                 Miscellaneous.


 


(a)                                  This Agreement
is a Loan Document.  This Agreement may
be executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, shall be deemed to be
an original, and all of which, when taken together, shall constitute but one
and the same Agreement.  Delivery of an
executed counterpart of this Agreement by telefacsimile or other electronic
method of transmission shall be equally as effective as delivery of an original
executed counterpart of this Agreement. 
Any party delivering an executed counterpart of this Agreement by
telefacsimile or other electronic method of transmission also shall deliver an
original executed counterpart of this Agreement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Agreement.  The
foregoing shall apply to each other Loan Document mutatis mutandis.


 


(b)                                 This Agreement
shall supersede any prior agreement or understanding between the parties (other
than the Credit Agreement or other Loan Documents) as to the subject matter
hereof.  Any matter not specifically
addressed herein shall be governed by the Credit Agreement and to the extent of
any inconsistencies between this Agreement and the Credit Agreement, the Credit
Agreement shall govern.


 


(c)                                  Any provision
of this Agreement which is prohibited or unenforceable shall be ineffective to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof in that jurisdiction or affecting the validity or
enforceability of such provision in any other jurisdiction.  Each provision of this Agreement shall be
severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of any specific provision.


 


(d)                                 Headings and
numbers have been set forth herein for convenience only.  Unless the contrary is compelled by the
context, everything contained in each Section applies equally to this
entire Agreement.


 


(e)                                  Neither this
Agreement nor any uncertainty or ambiguity herein shall be construed against
any Secured Party or any Grantor, whether under any rule of construction
or otherwise.  This Agreement has been
reviewed by all parties and shall be construed and interpreted according to the
ordinary meaning of the words used so as to accomplish fairly the purposes and
intentions of all parties hereto.


 


(f)                                    The pronouns
used herein shall include, when appropriate, either gender and both singular
and plural, and the grammatical construction of sentences shall conform
thereto.


 


21

















 


(g)                                 Unless the
context of this Agreement clearly requires otherwise, references to the plural
include the singular, references to the singular include the plural, the terms “includes”
and  “including” are not limiting, and
the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or”.  The
words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this
Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement.  Section,
subsection, clause, schedule, and exhibit references herein are to this
Agreement unless otherwise specified. 
Any reference in this Agreement to any agreement, instrument, or
document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts, and contract rights.  The
satisfaction, repayment, or payment in full of the Secured Obligations shall
not be deemed to have occurred hereunder until Security Termination.  Any reference herein to any Person shall be
construed to include such Person’s permitted successors and assigns.  Any requirement of a writing contained herein
shall be satisfied by the transmission of a Record.


 


(h)                                 All of the
annexes, schedules and exhibits attached to this Agreement shall be deemed
incorporated herein by reference.


 


(i)                                     Time is of the
essence with regard to the Grantors’ performance of their obligations
hereunder.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


22

















 


IN WITNESS WHEREOF, the undersigned
have hereunto set their hands by and through their duly authorized
representatives as of the day and year first written above.


 


 


	
  GRANTORS:

  	
  NETSPEND HOLDINGS, INC., as a
  Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George W. Gresham

  
	
   

  	
   

  	
  Name:

  	
  George
  W. Gresham

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NETSPEND CORPORATION, as a Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George W. Gresham

  
	
   

  	
   

  	
  Name:

  	
  George
  W. Gresham

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SKYLIGHT ACQUISITION I, INC.,
  as a Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George W. Gresham

  
	
   

  	
   

  	
  Name:

  	
  George
  W. Gresham

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SKYLIGHT FINANCIAL INC., as a
  Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George W. Gresham

  
	
   

  	
   

  	
  Name:

  	
  George
  W. Gresham

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NETSPEND PAYMENT
  SERVICES, INC., as a Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George W. Gresham

  
	
   

  	
   

  	
  Name:

  	
  George
  W. Gresham

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  



 

















 


	
  ADMINISTRATIVE AGENT:

  	
  SUNTRUST BANK, as Administrative
  Agent, on behalf of the Secured Parties

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Bennett

  
	
   

  	
   

  	
  Name:

  	
  David
  A. Bennett

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


SCHEDULE 1


 


TO


 


PLEDGE AND SECURITY AGREEMENT


 


Description of Pledged Capital Stock Owned by Grantors


 


	
  Issuer

  	
   

  	
  Type & Class

  of Ownership

  of Interest

  	
   

  	
  Percentage of

  Total Capital

  Stock Issued

  &

  Outstanding

  	
   

  	
  Units of

  Capital Stock

  Pledged

  	
   

  	
  Certificated or

  Uncertificated

  	
   

  	
  Certificate

  Number, if

  any

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Meta Financial
  Group, Inc.

  	
   

  	
  Common Stock

  	
   

  	
  4.86% Equity Interest(1)

  	
   

  	
  150,000 shares

  	
   

  	
  Certificated

  	
   

  	
  Certificate #MFG5273

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NetSpend Corporation

  	
   

  	
  Common Stock

  	
   

  	
  100% Equity Interest

  	
   

  	
  100 shares

  	
   

  	
  Certificated

  	
   

  	
  Certificate No. 2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Skylight Acquisition
  I, Inc.

  	
   

  	
  Common Stock

  	
   

  	
  100% Equity Interest

  	
   

  	
  100 shares

  	
   

  	
  Certificated

  	
   

  	
  Certificate No. 2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NetSpend Payment
  Services, Inc.

  	
   

  	
  Common Stock

  	
   

  	
  100% Equity Interest

  	
   

  	
  100 shares

  	
   

  	
  Certificated

  	
   

  	
  Certificate No. 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Skylight Financial Inc.

  	
   

  	
  Common Stock

  	
   

  	
  100% Equity Interest

  	
   

  	
  100 shares

  	
   

  	
  Certificated

  	
   

  	
  Certificate No. 319

  



 






(1)
Based on 3,085,672 shares of common stock of Meta Financial Group, Inc.
outstanding at August 6, 2010, as reported in Meta Financial Group, Inc.’s
Form 10-Q for the fiscal quarter ended June 30, 2010, filed with the
SEC on August 10, 2010.


 


1

















 


SCHEDULE 2 




TO




PLEDGE AND SECURITY
AGREEMENT




Chief Executive Office,
FEIN, Organizational Number


 


	
  Grantor:

  	
   

  	
  NetSpend Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
  Jurisdiction of Organization:

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Chief Executive Office:

  	
   

  	
  NetSpend Holdings, Inc.

  
	
   

  	
   

  	
  701 Brazos Street

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Austin, TX 78701

  
	
   

  	
   

  	
   

  
	
  Location of Records:

  	
   

  	
  NetSpend Holdings, Inc.

  
	
   

  	
   

  	
  701 Brazos Street

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Austin, TX 78701

  
	
   

  	
   

  	
   

  
	
  FEIN:

  	
   

  	
  20-2306550

  
	
   

  	
   

  	
   

  
	
  Organizational Number:

  	
   

  	
  3766260

  
	
   

  	
   

  	
   

  
	
  Grantor:

  	
   

  	
  NetSpend Corporation

  
	
   

  	
   

  	
   

  
	
  Jurisdiction of Organization:

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Chief Executive Office:

  	
   

  	
  NetSpend Corporation

  
	
   

  	
   

  	
  c/o NetSpend Holdings, Inc.

  
	
   

  	
   

  	
  701 Brazos Street

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Austin, TX 78701

  
	
   

  	
   

  	
   

  
	
  Location of Records:

  	
   

  	
  NetSpend Corporation

  
	
   

  	
   

  	
  c/o NetSpend Holdings, Inc.

  
	
   

  	
   

  	
  701 Brazos Street

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Austin, TX 78701

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NetSpend Corporation

  
	
   

  	
   

  	
  901 Mariners Island Blvd #300

  



 


2

















 


	
   

  	
   

  	
  San Mateo, CA 94404

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NetSpend Corporation

  
	
   

  	
   

  	
  11150 Overbrook Road, Suite 225

  
	
   

  	
   

  	
  Leawood, KS 66211

  
	
   

  	
   

  	
   

  
	
  FEIN:

  	
   

  	
  74-2907514

  
	
   

  	
   

  	
   

  
	
  Organizational Number:

  	
   

  	
  3459072

  
	
   

  	
   

  	
   

  
	
  Grantor:

  	
   

  	
  Skylight Acquisition I, Inc.

  
	
   

  	
   

  	
   

  
	
  Jurisdiction of Organization:

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Chief Executive Office:

  	
   

  	
  Skylight Acquisition I, Inc.

  
	
   

  	
   

  	
  c/o NetSpend Holdings, Inc.

  
	
   

  	
   

  	
  701 Brazos Street

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Austin, TX 78701

  
	
   

  	
   

  	
   

  
	
  Location of Records:

  	
   

  	
  Skylight Acquisition I, Inc.

  
	
   

  	
   

  	
  c/o NetSpend Holdings, Inc.

  
	
   

  	
   

  	
  701 Brazos Street

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Austin, TX 78701

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Skylight Acquisition I, Inc.

  
	
   

  	
   

  	
  c/o Skylight Financial Inc.

  
	
   

  	
   

  	
  1455 Lincoln Parkway

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Atlanta, GA 30346

  
	
   

  	
   

  	
   

  
	
  FEIN:

  	
   

  	
  26-1957930

  
	
   

  	
   

  	
   

  
	
  Organizational Number:

  	
   

  	
  4553106

  
	
   

  	
   

  	
   

  
	
  Grantor:

  	
   

  	
  Skylight Financial Inc.

  
	
   

  	
   

  	
   

  
	
  Jurisdiction of Organization:

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Chief Executive Office:

  	
   

  	
  Skylight Financial Inc.

  
	
   

  	
   

  	
  c/o NetSpend Holdings, Inc.

  
	
   

  	
   

  	
  701 Brazos Street

  
	
   

  	
   

  	
  Suite 1200

  



 


3

















 


	
   

  	
   

  	
  Austin, TX 78701

  
	
   

  	
   

  	
   

  
	
  Location of Records:

  	
   

  	
  Skylight Financial Inc.

  
	
   

  	
   

  	
  c/o NetSpend Holdings, Inc.

  
	
   

  	
   

  	
  701 Brazos Street

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Austin, TX 78701

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Skylight Financial Inc.

  
	
   

  	
   

  	
  1455 Lincoln Parkway

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Atlanta, GA 30346

  
	
   

  	
   

  	
   

  
	
  FEIN:

  	
   

  	
  58-2423568

  
	
   

  	
   

  	
   

  
	
  Organizational Number:

  	
   

  	
  2958573

  
	
   

  	
   

  	
   

  
	
  Grantor:

  	
   

  	
  NetSpend Payment Services, Inc.

  
	
   

  	
   

  	
   

  
	
  Jurisdiction of Organization:

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Chief Executive Office:

  	
   

  	
  NetSpend Payment Services, Inc.

  
	
   

  	
   

  	
  c/o NetSpend Holdings, Inc.

  
	
   

  	
   

  	
  701 Brazos Street

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Austin, TX 78701

  
	
   

  	
   

  	
   

  
	
  Location of Records:

  	
   

  	
  NetSpend Payment Services, Inc.

  
	
   

  	
   

  	
  c/o NetSpend Holdings, Inc.

  
	
   

  	
   

  	
  701 Brazos Street

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Austin, TX 78701

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NetSpend Payment Services, Inc.

  
	
   

  	
   

  	
  4424 Taggart Creek Rd., Suite 101

  
	
   

  	
   

  	
  Charlotte, NC 28208

  
	
   

  	
   

  	
   

  
	
  FEIN:

  	
   

  	
  26-3702733

  
	
   

  	
   

  	
   

  
	
  Organizational Number:

  	
   

  	
  4618076

  



 


4

















 


SCHEDULE 3 




TO




PLEDGE AND SECURITY
AGREEMENT




Commercial Tort Claims


 


 


None.


 

















 


EXHIBIT A


 


TO


 


PLEDGE AND
SECURITY AGREEMENT


 


Copyright
Security Agreement


 


A-1

















 


COPYRIGHT
SECURITY AGREEMENT




(                                        )


 


THIS COPYRIGHT SECURITY AGREEMENT (“Agreement”)
is between
                                        
(the “Grantor”), and SUNTRUST BANK (together with its successors and
assigns, the “Administrative Agent”), acting in its capacity as
Administrative Agent pursuant to that certain Credit Agreement dated as of September 24,
2010 (as the same may be amended, restated, supplemented, or otherwise modified
from time to time, the “Credit Agreement”), by and among the Borrower,
the Administrative Agent, and the Lenders.


 


R E C I T A L S:


 


A                                      The Grantor, certain of
Grantor’s Affiliates, and the Administrative Agent on behalf of the Secured
Parties have entered into that certain Pledge and Security Agreement, dated as
of September 24, 2010 (as the same may be amended, restated, supplemented,
or otherwise modified from time to time, the “Security Agreement”; all
terms defined in the Security Agreement, wherever used herein, shall have the
same meanings herein as are prescribed by the Security Agreement or if not
defined therein, the Credit Agreement).


 


B                                        Pursuant to the terms of the
Security Agreement, the Grantor has granted to the Administrative Agent on
behalf of the Secured Parties a Lien and Security Interest in all General
Intangibles of the Grantor, including, without limitation, all of the Grantor’s
right, title, and interest in, to and under all now owned and hereafter
acquired copyrights and copyright Licenses, and all products and Proceeds
thereof, to secure the payment and performance of the Secured Obligations.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to further secure the payment and performance of the Secured
Obligations, the Grantor hereby grants to the Administrative Agent on behalf of
the Secured Parties a Lien and continuing security interest in all of the
Grantor’s right, title, and interest in, to, and under the following (all of
the following items or types of property being herein collectively referred to
as the “Copyright Collateral”), whether presently existing or hereafter
created or acquired:


 


(1)                                  each copyright,
each registration of a copyright (“Copyright Registration”), and each
application for registration of a copyright (“Copyright Application”),
including, without limitation, each copyright, Copyright Registration, and
Copyright Application referred to in Schedule 1 annexed hereto;


 


(2)                                  each copyright
License; and


 


(3)                                  all products
and Proceeds of the foregoing, including, without limitation, any claim by the
Grantor against third parties for past, present, or future infringement or
breach of any copyright, Copyright Registration, Copyright Application, or
copyright License, including, without limitation, any copyright or Copyright
Registration listed in 


 

















 


Schedule 1 annexed
hereto, and any Copyright Registration issued pursuant to a Copyright
Application referred to in Schedule 1 annexed hereto.


 


The Lien and security interest
contained in this Agreement is granted in conjunction with the Security
Interest granted to the Administrative Agent on behalf of the Secured Parties
pursuant to the Security Agreement.


 


The Grantor hereby acknowledges and
affirms that the rights and remedies of the Administrative Agent on behalf of
the Secured Parties with respect to the liens and security interests in the
Copyright Collateral made and granted hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein. 
To the extent there are any inconsistencies between this Agreement and
the Security Agreement, the Security Agreement shall govern.


 


Upon the Security Termination, the
Lien and security interest granted hereunder shall automatically terminate and
the Administrative Agent shall promptly take any actions reasonably necessary
to terminate and release the Lien and security interest in the Copyright
Collateral, including by filing releases of such Lien and security interest in
the United States Copyright Office, and if applicable, other similar offices
and agencies of other countries.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


2

















 


IN WITNESS WHEREOF, the Grantor has
caused this Agreement to be duly executed by its duly authorized representatives
as of the      day of
                
20    .


 


 


	
  GRANTOR:

  	
                                          ,
  as the Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
  SUNTRUST BANK, as Administrative
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[NETSPEND
— COPYRIGHT SECURITY AGREEMENT]


 














 


ACKNOWLEDGMENT


 


	
  STATE OF

  	
  )

  
	
   

  	
  )

  
	
  COUNTY OF

  	
  )

  



 


This instrument was acknowledged
before me this            day
of
                    
20    , by
                            ,
as                     of
                                        ,
on behalf of such corporation.


 


	
   

  	
   

  
	
  {Seal}

  	
  Notary Public in and for the State
  of

  
	
   

  	
   

  
	
  My commission expires:

  	
   

  



 


	
  STATE OF

  	
  )

  
	
   

  	
  )

  
	
  COUNTY OF

  	
  )

  



 


This instrument was acknowledged
before me this            day
of
                    
20    , by
                              ,
as
                          
of SunTrust Bank, on behalf of such corporation.


 


	
   

  	
   

  
	
  {Seal}

  	
  Notary Public in and for the State
  of

  
	
   

  	
   

  
	
  My commission expires:

  	
   

  



 

















 


Schedule 1


 


to


 


Copyright
Security Agreement


 


COPYRIGHTS


 


	
  Owner of

  Record

  	
   

  	
  Country of

  Registration

  	
   

  	
  Copyright

  	
   

  	
  Application or

  Registration

  No.

  	
   

  	
  Registration or

  Filing Date

  	
   

  	
  Expiration

  Date

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


COPYRIGHT LICENSES


 


	
  Name of Agreement

  	
   

  	
  Copyright

  	
   

  	
  Date of Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT B


 


TO


 


PLEDGE AND
SECURITY AGREEMENT


 


Patent
Security Agreement


 


B-1

















 


PATENT
SECURITY AGREEMENT


 


(                                        )


 


THIS PATENT SECURITY AGREEMENT (“Agreement”)
is between                                         
(the “Grantor”), and SUNTRUST BANK (together with its successors and
assigns, the “Administrative Agent”), acting in its capacity as
Administrative Agent pursuant to that certain Credit Agreement dated as of
September 24, 2010 (as the same may be amended, restated, supplemented, or
otherwise modified from time to time, the “Credit Agreement”), by and
among the Borrower, the Administrative Agent, and the Lenders.


 


R E C I T A L S:


 


A                                      The Grantor, certain of
Grantor’s Affiliates, and the Administrative Agent on behalf of the Secured
Parties have entered into that certain Pledge and Security Agreement, dated as
of September 24, 2010 (as the same may be amended, restated, supplemented, or
otherwise modified from time to time, the “Security Agreement”; all
terms defined in the Security Agreement, wherever used herein, shall have the
same meanings herein as are prescribed by the Security Agreement or if not
defined therein, the Credit Agreement).


 


B                                        Pursuant to the terms of the
Security Agreement, the Grantor has granted to the Administrative Agent on
behalf of the Secured Parties a Lien and Security Interest in all General
Intangibles of the Grantor including, without limitation, all of the Grantor’s
right, title, and interest in, to and under all now owned and hereafter
acquired patents and patent Licenses, and all products and Proceeds thereof, to
secure the payment and performance of the Secured Obligations.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to further secure the payment and performance of the Secured
Obligations, the Grantor hereby grants to the Administrative Agent, on behalf
of the Secured Parties, a Lien and continuing security interest in all of the
Grantor’s right, title, and interest in, to, and under the following (all of
the following items or types of property being herein collectively referred to
as the “Patent Collateral”), whether presently existing or hereafter
created or acquired:


 


(1)                                  each patent and
each application for a patent (“Patent Application”), including, without
limitation, each patent and Patent Application referred to in Schedule 1
annexed hereto, together with any reissues, continuations, divisions,
modifications, substitutions or extensions thereof;


 


(2)                                  each patent
License; and


 


(3)                                  all products
and Proceeds of the foregoing, including, without limitation, any claim by the
Grantor against third parties for past, present, or future infringement or
breach of any patent or patent License, including, without limitation, any
patent referred to in Schedule 1 annexed hereto, and any patent
issued pursuant to a Patent Application referred to in Schedule 1
annexed hereto.


 

















 


The Lien and security interest
contained in this Agreement is granted in conjunction with the Security
Interest granted to the Administrative Agent on behalf of the Secured Parties
pursuant to the Security Agreement.


 


The Grantor hereby acknowledges and
affirms that the rights and remedies of the Administrative Agent on behalf of
the Secured Parties with respect to the liens and security interests in the
Patent Collateral made and granted hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein. 
To the extent there are any inconsistencies between this Agreement and
the Security Agreement, the Security Agreement shall govern.


 


Upon the Security Termination, the
Lien and security interest granted hereunder shall automatically terminate and
the Administrative Agent shall promptly take any actions reasonably necessary
to terminate and release the Lien and security interest in the Patent
Collateral, including by filing releases of such Lien and security interest in
the United States Patent and Trademark Office, and if applicable, other similar
offices and agencies of other countries.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 

















 


IN WITNESS WHEREOF, the Grantor has
caused this Agreement to be duly executed by its duly authorized representative
as of the      day of
                
20    .


 


 


	
  GRANTOR:

  	
                                          ,
  as the Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[NETSPEND
— PATENT SECURITY AGREEMENT]


 

















 


	
  ADMINISTRATIVE AGENT:

  	
  SUNTRUST BANK, as Administrative
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[NETSPEND
— PATENT SECURITY AGREEMENT]


 

















 


Schedule 1


 


to


 


Patent
Security Agreement


 


PATENTS


 


	
  Owner of Record

  	
   

  	
  Country of

  Origin

  	
   

  	
  Patent

  Identification

  	
   

  	
  Application or

  Registration

  No.

  	
   

  	
  Registration or

  Filing Date

  	
   

  	
  Issue Date

  (if known)

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


PATENT
LICENSES


 


	
  Name of Agreement

  	
   

  	
  Patent

  	
   

  	
  Date of
  Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT C


 


TO


 


PLEDGE AND
SECURITY AGREEMENT


 


Trademark Security
Agreement


 


C-1

















 


TRADEMARK
SECURITY AGREEMENT


 


(                                        )


 


THIS TRADEMARK SECURITY AGREEMENT (“Agreement”)
is between
                                        
(the “Grantor”), and SUNTRUST BANK (together with its successors and
assigns, the “Administrative Agent”), acting in its capacity as
Administrative Agent pursuant to that certain Credit Agreement dated as of
September 24, 2010 (as the same may be amended, restated, supplemented, or
otherwise modified from time to time, the “Credit Agreement”), by and
among the Borrower, the Administrative Agent, and the Lenders.


 


R E C I T A L S:


 


A                                      The Grantor, certain of
Grantor’s Affiliates, and the Administrative Agent on behalf of the Secured
Parties have entered into that certain Pledge and Security Agreement, dated as
of September 24, 2010 (as the same may be amended, restated, supplemented, or
otherwise modified from time to time, the “Security Agreement”; all
terms defined in the Security Agreement, wherever used herein, shall have the
same meanings herein as are prescribed by the Security Agreement or if not
defined therein, the Credit Agreement).


 


B                                        Pursuant to the terms of the
Security Agreement, the Grantor has granted to the Administrative Agent on
behalf of the Secured Parties a Lien and Security Interest in all General
Intangibles of the Grantor, including, without limitation, all of the Grantor’s
right, title, and interest in, to and under all now owned and hereafter
acquired trademarks, together with the goodwill of the business symbolized by
the Grantor’s trademarks, and trademark Licenses, and all products and Proceeds
thereof, to secure the payment and performance of the Secured Obligations.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to further secure the payment and performance of the Secured
Obligations, the Grantor hereby grants to the Administrative Agent on behalf of
the Secured Parties a Lien and continuing security interest in all of the
Grantor’s right, title, and interest in, to, and under the following (all of
the following items or types of property being herein collectively referred to
as the “Trademark Collateral”), whether presently existing or hereafter
created or acquired:


 


(1)                                  each trademark,
trademark registration (“Trademark Registration”) and trademark
application (“Trademark Application”), including, without limitation,
each trademark, Trademark Registration and Trademark Application referred to in
Schedule 1 annexed hereto, together with the goodwill of the business
symbolized thereby; and


 


(2)                                  each trademark
License; and


 


(3)                                  all products
and proceeds of the foregoing, including, without limitation, any claim by the
Grantor against third parties for past, present or future (a) infringement,
dilution or breach of any trademark, Trademark Registration, Trademark
Application and trademark License, including, without limitation, any trademark
or Trademark


 














 


Registration referred to in Schedule
1 annexed hereto, and any Trademark Registration issued pursuant to a
Trademark Application referred to in Schedule 1 annexed hereto; or (b)
injury to the goodwill associated with any trademark, Trademark Registration and
Trademark Application.


 


The Lien and security interest
contained in this Agreement is granted in conjunction with the Security
Interest granted to the Administrative Agent on behalf of the Secured Parties
pursuant to the Security Agreement.


 


The Grantor hereby acknowledges and
affirms that the rights and remedies of the Administrative Agent on behalf of
the Secured Parties with respect to the liens and security interests in the
Trademark Collateral made and granted hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein. 
To the extent there are any inconsistencies between this Agreement and
the Security Agreement, the Security Agreement shall govern.


 


Upon the Security Termination, the
Lien and security interest granted hereunder shall automatically terminate and
the Administrative Agent shall promptly take any actions reasonably necessary
to terminate and release the Lien and security interest in the Trademark
Collateral, including by filing releases of such Lien and security interest in
the United States Patent and Trademark Office, and if applicable, other similar
offices and agencies of other countries.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


2

















 


IN WITNESS WHEREOF, the Grantor has
caused this Agreement to be duly executed by its duly authorized representative
as of the      day of
                
20    .


 


 


	
  GRANTOR:

  	
                                          ,
  as the Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[NETSPEND
- TRADEMARK SECURITY AGREEMENT]


 

















 


	
  ADMINISTRATIVE AGENT:

  	
  SUNTRUST BANK, as Administrative
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[NETSPEND
- TRADEMARK SECURITY AGREEMENT]


 

















 


Annex
1 to Security Agreement


Form
of Supplement


 


Schedule 1


 


to


 


Trademark
Security Agreement


 


FEDERAL
TRADEMARKS


 


	
  Owner of

  Record

  	
   

  	
  Country of

  Registration

  	
   

  	
  Trademark

  	
   

  	
  Application or

  Registration

  No.

  	
   

  	
  Filing

  Date

  	
   

  	
  Expiration

  Date

  	
   

  	
  Goods

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


STATE
TRADEMARKS


 


	
  Owner of

  Record

  	
   

  	
  Trademark

  	
   

  	
  State

  	
   

  	
  Serial No.

  	
   

  	
  Filing Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


TRADEMARK
LICENSES


 


	
  Agreement

  	
   

  	
  Parties

  	
   

  	
  Date of Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


ANNEX 1


 


TO


 


PLEDGE AND
SECURITY AGREEMENT


 


Form of
Pledge and Security Agreement Supplement


 


2

















 


FORM OF
PLEDGE AND SECURITY AGREEMENT SUPPLEMENT


 


Supplement No.
       (this “Supplement”) dated as of
                              ,
20    , to the Pledge and Security Agreement dated as of
September 24, 2010 (as amended, restated, supplemented or otherwise modified
from time to time, the “Security Agreement”) by and among each of the “Grantors”
party from time to time thereto (each of the foregoing, a “Grantor”,
and, collectively, the “Grantors”) and SunTrust Bank, in its capacity as
Administrative Agent for the Secured Parties (the “Administrative Agent”).


 


W I T N E S
S E T H:


 


WHEREAS, the Borrower, the Administrative Agent, and the Lenders
have entered into that certain Credit Agreement dated as of the date hereof (as
the same may be hereafter amended, modified, supplemented or restated from time
to time, the “Credit Agreement”; all terms defined in the Security
Agreement, wherever used herein, shall have the same meanings herein as are
prescribed by the Security Agreement or if not defined therein, the Credit
Agreement) pursuant to which, among other things, the Lenders have agreed to
make or continue to make Loans and issue Letters of Credit to the Borrower,
subject to the terms and conditions set forth therein; and


 


WHEREAS, pursuant to Section 5.11 of the Credit Agreement,
any new, direct or indirect, Subsidiaries of the Loan Parties must execute and
deliver certain Loan Documents, including, without limitation, the Security
Agreement, and the execution of the Security Agreement by the undersigned new
Grantor (the “New Grantor”) may be accomplished by the execution of this
Supplement in favor of the Administrative Agent for the benefit of the Secured
Parties.


 


NOW, THEREFORE, for and in consideration of the above premises and the
mutual covenants and agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, New Grantor agrees as follows:


 


1.                                       In accordance with Section 24 of the Security
Agreement, the New Grantor, by its signature below, becomes a “Grantor” under
the Security Agreement with the same force and effect as if originally named
therein as a “Grantor” and the New Grantor hereby (a) agrees to all of the
terms and provisions of the Security Agreement applicable to it as a “Grantor”
thereunder and (b) represents and warrants that the representations and
warranties made by it as a “Grantor” thereunder are true and correct on and as
of the date hereof.  In furtherance of
the foregoing, the New Grantor, as security for the payment and performance in
full of the Secured Obligations, does hereby grant, assign, and pledge to the
Administrative Agent, for the benefit of the Secured Parties, a security
interest in and security title to and lien on all Collateral of the New Grantor
to secure the full and prompt payment of the Secured Obligations.  Attached hereto are supplemental Schedules
1 and 2 setting forth the information with respect to the New
Grantor required pursuant to Sections 2 and 6 of the Security
Agreement.  Each reference to a “Grantor”
in the Security Agreement shall be deemed to include the New Grantor.  The Security Agreement is incorporated herein
by reference.


 


2.                                       The New Grantor
represents and warrants to the Administrative Agent and the Secured Parties
that this Supplement has been duly executed and delivered by the New Grantor 


 


3

















 


and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or
other similar laws affecting creditors’ rights generally and general principles
of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity).


 


3.                                       This Supplement
may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all such separate counterparts shall together constitute
but one and the same instrument.  Any
signatures delivered by a party by facsimile transmission or by e-mail
transmission of an electronic file in Adobe Corporation’s Portable Document
Format or PDF file shall be deemed an original signature hereto.


 


4.                                       Except as
expressly supplemented hereby, the Security Agreement shall remain in full
force and effect.


 


5.                                       The provisions
of this Supplement shall be construed and interpreted, and all rights and
obligations of the parties hereto determined, in accordance with the laws of
the State of New York.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


4

















 


IN WITNESS WHEREOF, the New Grantor
and the Administrative Agent have duly executed this Supplement to the Security
Agreement as of the day and year first above written.


 


	
  NEW
  GRANTOR:

  	
                                          ,
  as the New Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ADMINISTRATIVE
  AGENT:

  	
  SUNTRUST
  BANK, as the Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[NETSPEND — PLEDGE
SUPPLEMENT]


 

















 


SCHEDULE 1

to

Pledge and Security Agreement Supplement


 


Description
of Pledged Capital Stock Owned by New Grantor


 


	
  Issuer

  	
   

  	
  Type &

  Class of

  Ownership

  of Interest

  	
   

  	
  Percentage of

  Total Capital

  Stock Issued

  & Outstanding

  	
   

  	
  Units of Capital

  Stock Pledged

  	
   

  	
  Certificated or

  Uncertificated

  	
   

  	
  Certificate

  Number, if

  any

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


6

















 


SCHEDULE 2

to

Pledge and Security Agreement Supplement


 


Chief
Executive Office, FEIN, Organizational Number of New Grantor


 


New Grantor:


 


Jurisdiction of Organization:


 


Chief Executive Office:


 


 


Location of Records:


 


 


FEIN:


 


Organizational Number:


 


7