exhibit1058






                                                   Exhibit 10.58                                                                                                            EXECUTION VERSION                        PLEDGE AND SECURITY AGREEMENT                dated as of May 19, 2020                         among       EACH OF THE PLEDGORS PARTY HERETO                          and    CORTLAND CAPITAL MARKET SERVICES LLC,                   as Collateral Agent                                        





 






                                                                                                            TABLE OF CONTENTS                                                                             Page   Section 1.  DEFINITIONS; GRANT OF SECURITY. ............................................................ 1         1.1   General Definitions ..................................................................................................1        1.2   Definitions; Interpretation ........................................................................................2   Section 2.  GRANT OF SECURITY. ....................................................................................... 3         2.1   Grant of Security ......................................................................................................3   Section 3.  SECURITY FOR OBLIGATIONS; PLEDGORS REMAIN LIABLE.................. 4         3.1   Security for Obligations ...........................................................................................4        3.2   Continuing Liability Under Collateral .....................................................................4   Section 4.  CERTAIN PERFECTION REQUIREMENTS. ..................................................... 4         4.1   Delivery Requirements ............................................................................................4        4.2   Control Requirements ..............................................................................................4   Section 5.  REPRESENTATIONS AND WARRANTIES. ...................................................... 5         5.1   Pledgor Information and Status ...............................................................................5        5.2   Collateral Identification ...........................................................................................5        5.3   Ownership of Collateral and Absence of Other Liens .............................................5        5.4   Status of Security Interest ........................................................................................5   Section 6.  COVENANTS AND AGREEMENTS. .................................................................. 6         6.1   Pledgor Information and Status ...............................................................................6        6.2   Maintenance of Status of Security Interest ..............................................................6        6.3   Pledged Equity Interests ..........................................................................................6        6.4   Reporting..................................................................................................................8   Section 7.  FURTHER ASSURANCES; ADDITIONAL PLEDGORS. .................................. 8         7.1   Further Assurances...................................................................................................8        7.2   Additional Pledgors .................................................................................................9   Section 8.  COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. ........................ 9         8.1   Power of Attorney ....................................................................................................9   Section 9.  REMEDIES........................................................................................................... 10         9.1   Generally ................................................................................................................10   i               





 






                                                                                       9.2    Application of Proceeds .........................................................................................12         9.3   Sales on Credit .......................................................................................................13         9.4   Securities Act; Etc. .................................................................................................13         9.5   Cash Proceeds ........................................................................................................13    Section 10. COLLATERAL AGENT. ..................................................................................... 14    Section 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS;               REINSTATEMENT. ............................................................................................ 14    Section 12. STANDARD OF CARE; DUTY OF COLLATERAL AGENT. ......................... 15          12.1  Standard of Care ....................................................................................................15         12.2  Duty of Collateral Agent ........................................................................................15    Section 13. MISCELLANEOUS. ............................................................................................ 15                             SCHEDULES AND EXHIBITS   Schedule 5.1 — General Information  Schedule 5.2(a) — Collateral Identification Regarding Pledged Equity Interests  Schedule 5.2(b) — Collateral Identification Regarding Pledged Accounts  Schedule 5.4 — Financing Statements    Exhibit A — Pledge Supplement  Exhibit B — Financing Statement Description of Collateral           ii   





 






                                                                                        This PLEDGE AND SECURITY AGREEMENT, dated as of May 19, 2020 (this  “Agreement”), by and among New Residential Investment Corp., a Delaware corporation  (“Parent”), each other entity identified on the signature pages hereto as executing the Agreement  “as Pledgor” (the “Subsidiary Pledgors”) and each Additional Pledgor (as herein defined)  (together with Parent and the Subsidiary Pledgors, collectively, the “Pledgors” and each, a  “Pledgor”), and Cortland Capital Market Services LLC (“Cortland”), as collateral agent for the  Secured Parties (as herein defined) (in such capacity as collateral agent, together with its  successors and permitted assigns, the “Collateral Agent”).                                      RECITALS:          WHEREAS, pursuant to that certain Senior Secured Term Loan Facility Agreement, dated  as of the date hereof (as it may be amended, restated, supplemented, renewed, replaced or  otherwise modified from time to time, the “Credit Agreement”), by and among Parent, the  Subsidiaries of Parent party thereto from time to time, the lenders party thereto from time to time  (the “Lenders”) and Cortland, as the Administrative Agent and the Collateral Agent, the Lenders  have severally agreed to make extensions of credit to Parent upon the terms and subject to the  conditions set forth therein;          WHEREAS, it is a condition precedent to the obligations of the Lenders to make their  respective extensions of credit to Parent under the Credit Agreement that the Pledgors shall secure  their respective obligations under the Credit Agreement and the other Loan Documents, including  the payment and performance of the Obligations, pursuant to this Agreement.          NOW, THEREFORE, in consideration of the premises and the agreements, provisions  and covenants herein contained, and for other good and valuable consideration the receipt and  sufficiency of which is hereby acknowledged, each Pledgor and the Collateral Agent agree as  follows:    Section 1. DEFINITIONS; GRANT OF SECURITY.          1.1   General Definitions. In this Agreement, the following terms shall have the  following meanings:          “Additional Pledgors” shall have the meaning assigned in Section 7.2.          “Agreement” shall have the meaning set forth in the preamble.          “Collateral” shall have the meaning assigned in Section 2.1.          “Collateral Agent” shall have the meaning set forth in the preamble.           “Control” shall mean: (a) with respect to any Deposit Accounts, “control” within the  meaning of Section 9-104 of the UCC, and (b) with respect to any Securities Accounts, “control”   within the meaning of Section 9-106 of the UCC.         “Credit Agreement” shall have the meaning set forth in the recitals.        





 






                                                                                       “Equity Interests” shall mean (i) with respect to a corporation, all shares of capital stock;  (ii) with respect to a limited liability company, all limited liability company and membership  interests; (iii) with respect to a partnership, all partnership interests; and (iv) with respect to a trust,  all beneficial interests; in each of the foregoing cases, of any class, type or nature.         “Issuers” shall mean the entities listed in the second column of Schedule 5.2(a).         “Lender” shall have the meaning set forth in the recitals.          “Parent” shall have the meaning set forth in the preamble.           “Pledge Supplement” shall mean an agreement substantially in the form of Exhibit A   attached hereto.           “Pledged Accounts” shall mean, with respect to each Pledgor, all Deposit Accounts and   Securities Accounts listed opposite such Pledgor’s name on Schedule 5.2(b) hereto or Schedule   5.2(b) to any Pledge Supplement.          “Pledged Equity Interests” shall mean with respect to each Pledgor, all Equity Interests   issued by each Issuer listed opposite such Pledgor’s name on Schedule 5.2(a) hereto or Schedule   5.2(a) to any Pledge Supplement, together with any other shares, stock certificates, options,   interests or rights of any nature whatsoever in respect of the Equity Interests of such Issuer or any   successor entity of such Issuer or any other Equity Interests pledged by such Pledgor for the benefit   of the Secured Parties from time to time.           “Pledgors” shall have the meaning set forth in the preamble.            “Secured Obligations” shall have the meaning assigned in Section 3.1.           “Secured Parties” shall mean the Collateral Agent, the Administrative Agent, the Lenders   and any other holder of any Secured Obligation.           “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the   State of New York; provided, however, that, in the event that, by reason of mandatory provisions   of law, any of the perfection or priority of the Collateral Agent’s security interest in any Collateral   is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of   New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other   jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for   purposes of definitions related to such provisions.            1.2   Definitions; Interpretation.                (a) In this Agreement, the following capitalized terms shall have the meanings   given to them in the UCC (and, if defined in more than one Article of the UCC, shall have the   meaning given in Article 9 thereof): Cash Proceeds, Certificated Security, Deposit Account,   Entitlement Order, Proceeds, Securities Account and Securities Intermediary.      2   





 






                                                                                             (b)  All other capitalized terms used herein (including the preamble and recitals  hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit  Agreement. The incorporation by reference of terms defined in the Credit Agreement shall survive  any termination of the Credit Agreement until this agreement is terminated as provided in  Section 11 hereof. Any of the terms defined herein, unless the context otherwise requires, may be  used in the singular or the plural, depending on the reference. References herein to any Section,  Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the  case may be, hereof unless otherwise specifically provided. The use herein of the word “include”  or “including,” when following any general statement, term or matter, shall not be construed to  limit such statement, term or matter to the specific items or matters set forth immediately following  such word or to similar items or matters, whether or not non-limiting language (such as “without  limitation” or “but not limited to” or words of similar import) is used with reference thereto, but  rather shall be deemed to refer to all other items or matters that fall within the broadest possible  scope of such general statement, term or matter. 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. The word “will” shall be construed to have the same  meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed  as having 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 terms lease and license  shall include sub-lease and sub-license, as applicable. Whenever the context may require, any  pronoun shall include the corresponding masculine, feminine and neuter forms. If any conflict or  inconsistency exists between the terms of this Agreement, except with respect to Section 2 and  Section 3 herein, and the terms of the Credit Agreement, the terms of the Credit Agreement shall  govern. All references herein to provisions of a statute (including the UCC) shall include all  successor provisions under any subsequent version or amendment thereto. Any reference in this  Agreement to a Loan Document shall include all appendices, exhibits and schedules thereto, and,  unless specifically stated otherwise all amendments, restatements, supplements or other  modifications thereto, and as the same may be in effect at any time such reference becomes  operative. The terms “Lender” and “Secured Party” include their respective successors and  permitted assigns.   Section 2. GRANT OF SECURITY.          2.1   Grant of Security. Each Pledgor hereby grants to the Collateral Agent, for the  benefit of the Secured Parties, a security interest in and continuing lien on all of such Pledgor’s  right, title and interest in, to and under all of the following property of such Pledgor, in each case  whether now owned or existing or hereafter acquired or arising and wherever located (all of which  being hereinafter collectively referred to as the “Collateral”):                (a)  all Pledged Accounts;                (b) all Pledged Equity Interests, together with any certificates evidencing such   Pledged Equity Interests;                 (c) all books and records pertaining to the foregoing; and      3   





 






                                                                                             (d)  to the extent not otherwise included above, all Proceeds and products of any  and all of the foregoing.   Section 3. SECURITY FOR OBLIGATIONS; PLEDGORS REMAIN LIABLE.          3.1   Security for Obligations. This Agreement secures, and the Collateral is collateral  security for, the prompt and complete payment or performance in full when due, whether at stated  maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all present  and future Obligations with respect to every Pledgor (the “Secured Obligations”).          3.2   Continuing Liability Under Collateral. Notwithstanding anything herein to the  contrary, (i) each Pledgor shall remain liable for all obligations under the Collateral to the same  extent as if this Agreement had not been executed and nothing contained herein is intended or shall  be a delegation of duties to the Collateral Agent or any Secured Party, (ii) each Pledgor shall  remain liable under each of the agreements included in the Collateral to the same extent as if this  Agreement had not been executed, including, without limitation, any agreements relating to  Pledged Equity Interests, to perform all of the obligations undertaken by it thereunder all in  accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent  nor any Secured Party shall have any obligation or liability under any of such agreements by reason  of or arising out of this Agreement or any other document related thereto nor shall the Collateral  Agent nor any Secured Party have any obligation to make any inquiry as to the nature or  sufficiency of any payment received by it or have any obligation to take any action to collect or  enforce any rights under any agreement included in the Collateral, including, without limitation,  any agreements relating to Pledged Equity Interests and (iii) the exercise by the Collateral Agent  of any of its rights hereunder shall not release any Pledgor from any of its duties or obligations  under the contracts and agreements included in the Collateral.    Section 4. CERTAIN PERFECTION REQUIREMENTS.          4.1   Delivery Requirements. With respect to any Certificated Securities constituting  Collateral and in existence on the Effective Date, subject to the time period specified in Section  5.13(c) of the Credit Agreement, each relevant Pledgor shall deliver to the Collateral Agent the  certificates evidencing such Certificated Securities accompanied by share transfer powers or other  instruments of transfer duly indorsed to the Collateral Agent, where necessary, or in blank, in either  case in a manner reasonably satisfactory to the Collateral Agent. If any Certificated Securities  become part of the Collateral after the Effective Date, each relevant Pledgor shall promptly deliver  (and in any event no later than 10 Business Days following the date on which such Certificated  Securities become part of the Collateral) to the Collateral Agent the certificates evidencing such  Certificated Securities accompanied by share transfer powers or other instruments of transfer duly  indorsed to the Collateral Agent, where necessary, or in blank, in either case in a manner  reasonably satisfactory to the Collateral Agent.          4.2   Control Requirements. With respect to any Pledged Accounts, subject to the time   period specified in Section 5.13(a) of the Credit Agreement, each Pledgor owning any Pledged   Account shall obtain control agreements in form and substance reasonably satisfactory to the   Collateral Agent executed and delivered by (i) each Securities Intermediary maintaining a Pledged   Account that is a Securities Account for such Pledgor, and (ii) each depository bank at which such    4   





 






                                                                                 Pledgor maintains a Pledged Account that is a Deposit Account. With respect to any Pledged  Account for which the Collateral Agent has obtained Control, in no event shall the Collateral Agent  deliver any Entitlement Order or any notice or other instructions to the applicable bank or  Securities Intermediary maintaining such Pledged Account directing the disposition of funds in  such Pledged Account or terminating the applicable Pledgor’s right to issue Entitlement Orders or  so direct the disposition of funds therein until and unless an Event of Default has occurred and is  continuing.   Section 5. REPRESENTATIONS AND WARRANTIES.          Each Pledgor hereby represents and warrants, as of the Effective Date, that:          5.1   Pledgor Information and Status. Schedule 5.1 sets forth under the appropriate  headings: (1) the full legal name of such Pledgor, (2) the type of organization of such Pledgor,  (3) the jurisdiction of organization, incorporation or formation, as applicable, of such Pledgor, and  (4) the jurisdiction where the chief executive office or its sole place of business is located, in each  case, as of the date hereof.         5.2   Collateral Identification.                (a)  Schedule 5.2(a) sets forth under the appropriate headings all of such  Pledgor’s Pledged Equity Interests as of the date hereof.                (b)  Schedule 5.2(b) sets forth under the appropriate headings all of such  Pledgor’s Pledged Accounts as of the date hereof.         5.3   Ownership of Collateral and Absence of Other Liens. Such Pledgor is the owner  of the Pledged Equity Interests and Pledged Accounts as set forth on Schedule 5.2(a) and Schedule  5.2(b) and pledged by it hereunder and has rights in or the power to transfer each other item of the  Collateral in which a Lien is granted by it hereunder, in each case, free and clear of any and all  Liens, rights or claims of all other Persons, except for the Lien granted to the Collateral Agent  pursuant to this Agreement and other Permitted Liens (other than Liens securing Indebtedness).  The Pledged Equity Interests pledged hereunder by the Pledgors are listed on Schedule 5.2(a) and  constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof  as set forth on Schedule 5.2(a). None of the Pledgors have filed or consented to the filing of any  financing statement or other public notice with respect to a security interest in all or any part of  the Collateral in any public office, except (i) as such as have been filed in favor of the Collateral  Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement, (ii) as will be  terminated in connection with the repayment of one or more existing credit facilities on the  Effective Date with the proceeds of the Loans or (iii) as are permitted by the Credit Agreement.         5.4   Status of Security Interest. The security interest granted pursuant to this  Agreement shall constitute a valid and continuing perfected first priority security interest in favor  of the Collateral Agent in the Collateral for which perfection is governed by the UCC upon (i) in  the case of all Collateral in which a security interest may be perfected by filing a financing  statement under the UCC, the completion by the Collateral Agent (or its counsel) pursuant to  Section 7.1(b) hereof of the filing of financing statements naming each Pledgor as “debtor” and  the Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth   5   





 






                                                                                 opposite such Pledgor’s name on Schedule 5.4 hereof, and (ii) in the case of all Pledged Accounts,  the Collateral Agent obtaining Control thereof. Upon the taking of such actions, such security  interest shall be prior to all other Liens on the Collateral except for Permitted Liens.  Notwithstanding anything to the contrary herein, no Pledgor shall be required to perfect the  security interest in any Collateral by “control” except as and to the extent specified in Section 4.   Section 6. COVENANTS AND AGREEMENTS.          Each Pledgor hereby covenants and agrees that, until payment in full of all Secured  Obligations (other than contingent indemnification and cost reimbursement obligations for which  no claim has been made), in each case, unless the Required Lenders consent in writing:          6.1   Pledgor Information and Status. Without limiting any prohibitions or restrictions  on mergers or other transactions set forth in the Credit Agreement, it shall not change such  Pledgor’s legal name, type of organization or jurisdiction of organization, incorporation or  formation, as applicable, from that referred to on Schedule 5.1 except in accordance with Section  5.1(j)(i) of the Credit Agreement and unless it shall have delivered to the Collateral Agent such  amendments to financing statements and other documents reasonably requested by the Collateral  Agent to maintain the validity, perfection and priority of the security interests provided for herein.            6.2   Maintenance of Status of Security Interest. Each Pledgor shall (i) maintain the  security interest created by this Agreement as a perfected security interest having at least the  priority described herein and (ii) use commercially reasonable efforts necessary to defend such  security interest against the claims and demands of all Persons, other than Persons holding  Permitted Liens, subject to the rights of such Pledgor under the Loan Documents to dispose of the  Collateral.         6.3   Pledged Equity Interests.               (a)  Except as provided in the next sentence, in the event such Pledgor receives  any dividends, interest or distributions on any Pledged Equity Interest upon the merger,  consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest, then (i) such  dividends, interest or distributions shall be included in the definition of Collateral without further  action and (ii) such Pledgor shall take all steps, if any, necessary to ensure the validity, perfection,  priority and, if applicable, control of the Collateral Agent over any Certificated Security to the  extent constituting Collateral (including, without limitation, delivery thereof to the Collateral  Agent to the extent otherwise required pursuant to this Agreement) and pending any such action  such Pledgor shall be deemed to hold such dividends, interest or distributions in trust for the benefit  of the Collateral Agent and shall segregate such dividends, interest and distributions from all other  property of such Pledgor. Notwithstanding the foregoing, unless an Event of Default shall have  occurred and be continuing and written notice has been delivered by the Collateral Agent to the  Pledgors, each Pledgor shall be entitled to retain all cash dividends and distributions paid in respect  of the Pledged Equity Interests;                (b)  If such Pledgor shall become entitled to receive or shall receive any certificate  (including, without limitation, any certificate representing a dividend or a distribution in   connection with any reclassification, increase or reduction of capital or any certificate issued in    6   





 






                                                                                 connection with any reorganization), option or rights in respect of the Equity Interests of any  Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares  of the Pledged Equity Interests, or otherwise in respect thereof, such Pledgor shall accept the same  as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and promptly  deliver the same to the Collateral Agent in the same form received, accompanied by share transfer  powers or other instruments of transfer duly indorsed to the Collateral Agent, where necessary, or  in blank, in either case in a manner reasonably satisfactory to the Collateral Agent, as additional  collateral security for the Obligations.               (c)  Voting.                        (i) So long as no Event of Default shall have occurred and be continuing,         except as otherwise provided under the covenants and agreements in the Credit Agreement,         each Pledgor shall be entitled to exercise or refrain from exercising any and all voting and         other consensual rights pertaining to the Pledged Equity Interests or any part thereof for         any purpose; provided, no Pledgor shall exercise any such right if such action would have         a Material Adverse Effect on the value of the Collateral or the ability of the Collateral         Agent to take enforcement action over the Collateral, taken as a whole; it being understood,         however, that neither the voting by such Pledgor of any Pledged Equity Interests for, or         such Pledgor’s consent to, the election of directors (or similar governing body) at a         regularly scheduled annual or other meeting of stockholders or with respect to incidental         matters at any such meeting, nor such Pledgor’s consent to or approval of any action         otherwise permitted under this Agreement and the Credit Agreement, shall be deemed to         constitute a Material Adverse Effect on the value of the Collateral or the ability of the         Collateral Agent to take enforcement action over the Collateral; and                       (ii) Upon the occurrence and during the continuance of an Event of         Default, upon notice by the Collateral Agent to the applicable Pledgor:                           (1)  all rights of each Pledgor to exercise or refrain from exercising               the voting and other consensual rights which it would otherwise be entitled to               exercise pursuant hereto shall cease and all such rights shall thereupon become               vested in the Collateral Agent who shall thereupon have the sole right to exercise               such voting and other consensual rights; and                           (2)  in order to permit the Collateral Agent to exercise the voting and               other consensual rights which it may be entitled to exercise pursuant hereto and to               receive all dividends and other distributions which it may be entitled to receive               hereunder: (1) each Pledgor shall promptly execute and deliver (or cause to be               executed and delivered) to the Collateral Agent all proxies, dividend payment               orders and other instruments as the Collateral Agent may from time to time               reasonably request and (2) each Pledgor acknowledges that the Collateral Agent               may utilize the power of attorney set forth in Section 8.1; and                (d)  Such Pledgor covenants and agrees that it shall, upon agreeing to any  amendment to any Organizational Document electing to treat any membership interest or  partnership interest constituting Collateral as a “security” under Section 8-103 of the UCC,    7   





 






                                                                                 promptly cause the Issuer of such interest to certificate such interest and deliver to the Collateral  Agent all certificates representing or evidencing such Pledged Equity Interest. No Pledgor shall  grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any  Pledged Equity Interests to any Person other than the Collateral Agent.         6.4   Reporting. Each Pledgor will advise the Collateral Agent promptly upon becoming  aware, in reasonable detail, of (i) any Lien (other than security interests created hereby or Permitted  Liens) on any of the Collateral which would adversely affect the ability of the Collateral Agent to  exercise any of its remedies hereunder and (ii) the occurrence of any other event which could  reasonably be expected to have a Material Adverse Effect on the value of the Collateral or on the  security interests created hereby, taken as a whole.   Section 7. FURTHER ASSURANCES; ADDITIONAL PLEDGORS.           7.1   Further Assurances.               (a)  Each Pledgor agrees that from time to time, upon the written request of the  Collateral Agent, at the sole expense of such Pledgor, that it shall promptly execute and deliver all  further instruments and documents, and take all further action, that may be necessary, or that the  Collateral Agent may reasonably request, for the purposes of creating and/or maintaining the  validity, perfection or priority of and protecting any security interest granted hereby having at least  the priority described herein or to enable the Collateral Agent to exercise and enforce its rights and  remedies hereunder with respect to any Collateral, in each case to the extent provided herein.  Without limiting the generality of the foregoing, each Pledgor shall:                        (i) file such financing or continuation statements, or amendments thereto,        and execute and deliver such other agreements, instruments, indorsements, powers of        attorney or notices, as the Collateral Agent may reasonably request, in order to effect,        reflect, perfect and preserve the security interests granted hereby;                       (ii) in the case of any other Collateral for which “control” (within the        meaning of the applicable UCC) is required for perfection under the applicable UCC,        taking any actions necessary to enable the Collateral Agent to obtain or maintain “control”        with respect thereto, subject to Section 4.2 above; and                     (iii) furnish the Collateral Agent with such information regarding the        Collateral as the Collateral Agent may reasonably request from time to time.                (b)  Each Pledgor hereby authorizes the Collateral Agent (and its counsel), at any  time and from time to time, to file financing or continuation statements, and amendments and  supplements to any of the foregoing, in any jurisdictions and with any filing offices as the  Collateral Agent may reasonably determine are necessary to perfect or otherwise protect the  security interest granted to the Collateral Agent herein. Such financing statements shall describe  the Collateral as set forth on Exhibit B. Each Pledgor shall furnish to the Collateral Agent from   time to time statements and schedules further identifying and describing the Collateral and such   other reports in connection with the Collateral as the Collateral Agent may reasonably request, all   in reasonable detail. Notwithstanding the foregoing, the Collateral Agent shall not be responsible   for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Lien   8   





 






                                                                                 granted under this Agreement, any other Loan Document or any agreement or instrument  contemplated hereby or thereby, (ii) the filing, re-filing, recording, re-recording or continuing of  any document, financing statement, mortgage, assignment, notice, instrument of further assurance  or other instrument in any public office at any time or times or (iii) providing, maintaining,  monitoring or preserving insurance on, or the payment of taxes with respect to, any of the  Collateral.         7.2   Additional Pledgors. Each Person that is required to become a party to this  Agreement, or that Parent designates as a Subsidiary Guarantor, after the Effective Date pursuant  to Section 5.9 of the Credit Agreement, shall become a party hereto as an additional Pledgor by  executing and delivering a Pledge Supplement (each, an “Additional Pledgor”). Upon delivery of  any such Pledge Supplement to the Collateral Agent, notice of which is hereby waived by the  Pledgors, each Additional Pledgor shall become a Pledgor and shall be as fully a party hereto as if  such Additional Pledgor were an original signatory hereto. Each Pledgor expressly agrees that its  obligations arising hereunder shall not be affected or diminished by the addition or release of any  other Pledgor hereunder, nor by any election of the Collateral Agent not to cause any Subsidiary  of Parent that is required by the terms of the Credit Agreement to become an Additional Pledgor  to in fact become an Additional Pledgor hereunder. This Agreement shall be fully effective, with  respect to any Pledgor that is an original signatory hereof, at the date hereof and, with respect to  any Additional Pledgor, at the date its Pledge Supplement is delivered to the Collateral Agent, in  each case, regardless of whether any other Person becomes or fails to become or ceases to be a  Pledgor hereunder.    Section 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.          8.1   Power of Attorney. Each Pledgor hereby irrevocably appoints the Collateral Agent  (such appointment being coupled with an interest) as such Pledgor’s attorney-in-fact, with full  power and authority in the place and stead of such Pledgor and in the name of such Pledgor, the  Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion to take any  action and to execute any instrument that the Collateral Agent may deem reasonably necessary to  accomplish the purposes of this Agreement, including, without limitation, to do any of all of the  following upon the occurrence and during the continuance of any Event of Default:                (a)  to ask for, demand, collect, sue for, recover, compound, receive and give  acquittance and receipts for moneys due and to become due under or in respect of any of the  Collateral;                (b)  to receive, indorse and collect any drafts or other instruments and documents  in connection with clause (a) above;                (c)  to file any claims or take any action or institute any proceedings that the  Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or  otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;                (d)  to prepare and file any UCC financing statements against such Pledgor as  debtor;      9   





 






                                                                                             (e)  to take or cause to be taken all actions necessary to perform or comply or  cause performance or compliance with the terms of this Agreement, including, without limitation,  access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or  threatened against the Collateral, the legality or validity thereof and the amounts necessary to  discharge the same to be determined by the Collateral Agent in its sole discretion, any such  payments made by the Collateral Agent to become obligations of such Pledgor to the Collateral  Agent, due and payable immediately without demand;               (f)  to execute any indorsements, assignments or other instruments of conveyance  or transfer with respect to the Collateral;               (g)  to direct any party liable for any payment under any of the Collateral to make  payment of any and all moneys due or to become due thereunder directly to the Collateral Agent  or as the Collateral Agent shall direct;               (h)  to defend any suit, action or proceeding brought against such Pledgor with  respect to any of the Collateral;               (i)  to settle, compromise or adjust any such suit, action or proceeding and, in  connection therewith, give such discharges or releases as the Collateral Agent may deem  appropriate; and               (j)  to sell, transfer, make any agreement with respect to or otherwise deal with  any of the Collateral as fully and completely as though the Collateral Agent were the absolute  owner thereof for all purposes, and to do, at the Collateral Agent’s option and such Pledgor’s  expense, at any time or from time to time, all acts and things that the Collateral Agent deems  reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s  security interest therein in order to effect the intent of this Agreement, all as fully and effectively  as such Pledgor might do.          If any Pledgor fails to perform or comply with any of its agreements contained herein and  an Event of Default has occurred and is continuing, the Collateral Agent, at its option, but without  any obligation so to do, may perform or comply, or otherwise cause performance or compliance,  with such agreement.         The expenses of the Collateral Agent incurred in connection with actions undertaken as  provided in this Section 8.1 shall be payable by the Pledgors to the Collateral Agent in accordance  with Section 10.2 of the Credit Agreement.         Each Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by  virtue hereof.  All powers, authorizations and agencies contained in this Agreement are coupled  with an interest and are irrevocable until this Agreement is terminated and the security interests  created hereby are released.   Section 9. REMEDIES.          9.1   Generally.    10   





 






                                                                                             (a)  If any Event of Default shall have occurred and be continuing, the Collateral  Agent may exercise in respect of the Collateral, in addition to all other rights and remedies  provided for herein or otherwise available to it at law or in equity, all the rights and remedies of  the Collateral Agent on default under the UCC (whether or not the UCC applies to the affected  Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by  acceleration or otherwise, and also may, without limitation, exercise the following rights:                       (i) personally, or by agents or attorneys, immediately take possession of        the Collateral or any part thereof, from such Pledgor or any other Person who then has        possession of any part thereof with or without notice or process of law, and for that        purpose may enter upon such Pledgor’s premises where any of the Collateral is located        and remove the same and use in connection with such removal any and all services,        supplies, aids and other facilities of such Pledgor;                      (ii) instruct the obligor or obligors on any Collateral to make any        payment required by the terms of such agreement, instrument or other obligation directly        to the Collateral Agent;                     (iii) withdraw all moneys, securities and instruments in any Pledged        Account for application to the Obligations in accordance with Sections 9.2 and 9.5;                      (iv) sell, assign or otherwise liquidate any or all of the Collateral or any        part thereof in accordance with this Agreement, or direct the relevant Pledgor to sell,        assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each        case, apply the proceeds thereof to the payment in whole or in part of the Obligations        then due and owing in the order or priority specified in the Credit Agreement (or hold        such proceeds in one or more Pledged Accounts pending such application);                      (v) transfer all or any part of the Collateral into the Collateral Agent’s        name or the name of its nominee or nominees;                      (vi) vote all or any part of the Collateral (whether or not transferred into        the name of the Collateral Agent) and give all consents, waivers and ratifications in        respect of the Collateral and otherwise act with respect thereto as though it were the        outright owner thereof; and                     (vii) set off any and all Collateral against any and all Obligations,         it being understood that each Pledgor's obligation so to deliver the Collateral is of the  essence of this Agreement and that, accordingly, upon application to a court of equity having  jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by  such Pledgor of said obligation.               (b)  The Collateral Agent or any other Secured Party may be the purchaser of any  or all of the Collateral at any public or private (to the extent to the portion of the Collateral being  privately sold is of a kind that is customarily sold on a recognized market or the subject of widely  distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent,  as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose    11   





 






                                                                                 of bidding and making settlement or payment of the purchase price for all or any portion of the  Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the  Secured Obligations as a credit on account of the purchase price for any Collateral payable by the  Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold  absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives  (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it  now has or may at any time in the future have under any rule of law or statute now existing or  hereafter enacted. Each Pledgor agrees that, to the extent notice of sale shall be required by law,  at least ten (10) Business Days’ notice to such Pledgor of the time and place of any public sale or  the time after which any private sale is to be made shall constitute reasonable notification. The  Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale  having been given. The Collateral Agent may adjourn any public or private sale from time to time  by announcement at the time and place fixed therefor, and such sale may, with further notice, be  made at the time and place to which it was so adjourned. Each Pledgor agrees that it would not be  commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion  thereof by using Internet sites that provide for the auction of assets of the types included in the  Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of  assets. Each Pledgor hereby waives any claims against the Collateral Agent arising by reason of  the fact that the price at which any Collateral may have been sold at such a private sale was less  than the price which might have been obtained at a public sale, even if the Collateral Agent accepts  the first offer received and does not offer such Collateral to more than one offeree. If the proceeds  of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations,  Pledgors shall be liable for the deficiency and the reasonable and documented out-of-pocket fees  of any attorneys employed by the Collateral Agent to collect such deficiency. Each Pledgor further  agrees that a breach of any of the covenants contained in this Section will cause irreparable injury  to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such  breach and, as a consequence, that each and every covenant contained in this Section shall be  specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to  assert any defenses against an action for specific performance of such covenants except for a  defense that no default has occurred giving rise to the Secured Obligations becoming due and  payable prior to their stated maturities. Nothing in this Section shall in any way limit the rights of  the Collateral Agent hereunder.                (c)  The Collateral Agent shall have no obligation to marshal any of the Collateral.                (d)  In connection with any exercise of remedies with respect to any Collateral  consisting of an interest in a limited liability company made pursuant to and in accordance with  this Section 9.1, each Pledgor hereby approves and consents to the Collateral Agent or any  transferee thereof being admitted as and becoming a member of such limited liability company.  The effectiveness of any pledge herein of any such interest in a limited liability company may be  subject to the Collateral Agent or such transferee, as applicable, executing and delivering a written  agreement to be bound by the terms of the operating agreement of such limited liability company.          9.2   Application of Proceeds. All proceeds received by the Collateral Agent in respect  of any sale of, any collection from, or other realization upon all or any part of the Collateral shall  be applied in full or in part by the Collateral Agent against, the Secured Obligations in the order  of priority set forth in Section 2.12(f) of the Credit Agreement, and to the extent of any excess of    12   





 






                                                                                 such proceeds, to the payment to or upon the order of such Pledgor or to whosoever may be  lawfully entitled to receive the same or as a court of competent jurisdiction may direct.          9.3   Sales on Credit. If the Collateral Agent sells any of the Collateral upon credit, the  Pledgors will be credited only with payments actually made by purchaser and received by the  Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to  pay for the Collateral, the Collateral Agent may resell the Collateral and the Pledgors shall be  credited with proceeds of the sale.          9.4   Securities Act; Etc.. Each Pledgor recognizes that, by reason of certain  prohibitions contained in the Securities Act and applicable state securities laws, the Collateral  Agent may be compelled, with respect to any sale of all or any part of the Pledged Equity Interests  conducted without prior registration or qualification of such Pledged Equity Interests under the  Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among  other things, to acquire the Pledged Equity Interests for their own account, for investment and not  with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private  sale may be at prices and on terms less favorable than those obtainable through a public sale  without such restrictions (including a public offering made pursuant to a registration statement  under the Securities Act) and, notwithstanding such circumstances, each Pledgor agrees that any  such private sale shall not be deemed to have been made in a commercially unreasonable manner  solely as a result of such limitation and that the Collateral Agent shall have no obligation to engage  in public sales and no obligation to delay the sale of any Pledged Equity Interests for the period of  time necessary to permit the issuer thereof to register it for a form of public sale requiring  registration under the Securities Act or under applicable state securities laws, even if such issuer  would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to  sell any or all of the Pledged Equity Interests, upon the written request of the Collateral Agent,  each Pledgor shall use its commercially reasonable efforts to cause each Issuer of any Pledged  Equity Interests to be sold hereunder to furnish to the Collateral Agent all information, as the  Collateral Agent may reasonably request from time to time, to determine the number and nature  of interest, shares or other instruments included in the Pledged Equity Interests necessary for any  such sales of the applicable Pledged Equity Interests by the Collateral Agent in exempt transactions  under the Securities Act and the rules and regulations of the Securities and Exchange Commission  thereunder.         9.5   Cash Proceeds. Upon the occurrence and during the continuance of an Event of  Default, upon notice by the Collateral Agent to the applicable Pledgor, all Cash Proceeds of any  Collateral received by any Pledgor shall be held by such Pledgor in trust for the Collateral Agent,  segregated from other funds of such Pledgor, and shall, promptly upon receipt by such Pledgor, be  turned over to the Collateral Agent in the exact form received by such Pledgor (duly indorsed by  such Pledgor to the Collateral Agent, if required). Any Cash Proceeds received by the Collateral  Agent (whether from a Pledgor or otherwise) may, in the sole discretion of the Collateral Agent,  (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral  security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any   time thereafter may be applied by the Collateral Agent against the Secured Obligations then due   and owing. All Cash Proceeds while held by the Collateral Agent (or by such Pledgor in trust for   the Collateral Agent) shall continue to be held as collateral security for the Obligations and shall  not constitute payment thereof until applied as provided in Section 9.2 above.    13   





 






                                                                                 Section 10. COLLATERAL AGENT.          The Collateral Agent has been appointed to obtain the security interest hereunder and other  rights and benefits hereunder for the benefit of the Secured Parties. The Collateral Agent shall be  obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or  refrain from exercising any rights, and to take or refrain from taking any action (including, without  limitation, the release or substitution of Collateral), solely in accordance with this Agreement and  the Credit Agreement. In furtherance of the foregoing provisions of this Section, each Secured  Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to  realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party  that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the  benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit  Agreement relating to the Collateral Agent including, without limitation, the provisions relating to  resignation or removal of the Collateral Agent and the powers and duties and immunities of the  Collateral Agent are incorporated herein by this reference and shall survive any termination of the  Credit Agreement.    Section 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS;  REINSTATEMENT.          This Agreement shall create a continuing security interest in the Collateral and shall remain  in full force and effect until the payment in full of all Secured Obligations (other than contingent  indemnification and cost reimbursement obligations for which no claim has been made), be  binding upon each Pledgor, its successors and assigns, and inure, together with the rights and  remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors,  transferees and permitted assigns. Without limiting the generality of the foregoing, but subject to  the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held  by it to any other Person, and such other Person shall thereupon become vested with all the benefits  in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured  Obligations (other than contingent indemnification and cost reimbursement obligations for which  no claim has been made), this Agreement (subject to the terms hereof that expressly survive  termination) and the security interest granted hereby shall automatically terminate hereunder and  of record and all rights to the Collateral shall revert to Pledgors. Upon any such termination the  Collateral Agent shall, at Pledgors’ expense, execute and deliver to Pledgors or otherwise authorize  the filing of such documents as Pledgors shall reasonably request, including financing statement  amendments to evidence such termination. Upon any disposition of property permitted by the  terms of the Credit Agreement, the Liens granted herein shall be automatically released with  respect to such property and such property shall automatically revert to the applicable Pledgor with  no further action on the part of any Person. The Collateral Agent shall, at the applicable Pledgor’s  expense, execute and deliver or otherwise authorize the filing of such documents as such Pledgor  shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent,  including financing statement amendments to evidence such release. At the request and sole  expense of any Pledgor, such Pledgor shall be released from its obligations hereunder in the event  that all the Equity Interests of such Pledgor shall be so sold or disposed in a transaction permitted  by the terms of the Credit Agreement.     14   





 






                                                                                       This Agreement shall remain in full force and effect and continue to be effective should  any petition be filed by or against any Pledgor for liquidation or reorganization, should any Pledgor  become insolvent or make an assignment for the benefit of any creditor or creditors or should a  receiver or trustee be appointed for all or any significant part of such Pledgor’s assets, and shall  continue to be effective or be reinstated, as the case may be, if at any time payment and  performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law,  rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the  Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise,  all as though such payment or performance had not been made. In the event that any payment, or  any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be  reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored  or returned.   Section 12. STANDARD OF CARE; DUTY OF COLLATERAL AGENT.          12.1  Standard of Care. The Collateral Agent’s sole duty with respect to the custody,  safekeeping and physical preservation of the Collateral in its possession under Section 9-207 of  the UCC or otherwise shall be to deal with it in the same manner and accord it the same care as  the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent  nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect  or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any  obligation to sell or otherwise dispose of any Collateral upon the request of any Pledgor or  otherwise.         12.2  Duty of Collateral Agent. The powers conferred on the Collateral Agent hereunder  are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty  upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral  Agent and the Secured Parties shall be accountable only for amounts that they actually receive as  a result of the exercise of such powers, and neither they nor any of their officers, directors,  employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder,  except for their own gross negligence, bad faith or willful misconduct (for the avoidance of doubt,  no action taken or omitted by the Collateral Agent at the instruction of the Required Lenders (or  such other Lenders as may be required to give such instructions under Section 10.5 of the Credit  Agreement) shall be deemed to constitute gross negligence or willful misconduct for purposes of  this Section 12.2).   Section 13. MISCELLANEOUS.         Any notice required or permitted to be given under this Agreement shall be given in  accordance with Section 10.1 of the Credit Agreement. None of the terms or provisions of this  Agreement may be waived, amended, supplemented or otherwise modified except in accordance  with Section 10.5 of the Credit Agreement; provided, however, that Schedules to this Agreement   may be supplemented through Pledge Supplements duly executed by the Collateral Agent and the   applicable Pledgor. No failure or delay on the part of the Collateral Agent in the exercise of any   power, right or privilege hereunder or under any other Loan Document shall impair such power,   right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall   any single or partial exercise of any such power, right or privilege preclude other or further exercise    15   





 






                                                                                 thereof or of any other power, right or privilege. A waiver by the Collateral Agent of any right or  remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which  the Collateral Agent would otherwise have had on any future occasion. All rights and remedies  existing under this Agreement and the other Loan Documents are cumulative to, and not exclusive  of, any rights or remedies otherwise available. In case any provision in or obligation under this  Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and  enforceability of the remaining provisions or obligations, or of such provision or obligation in any  other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder  shall be given independent effect so that if a particular action or condition is not permitted by any  of such covenants, the fact that it would be permitted by an exception to, or would otherwise be  within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event  of Default if such action is taken or condition exists. This Agreement shall be binding upon and  inure to the benefit of the Collateral Agent and the Pledgors and their respective successors and  assigns. No Pledgor shall, without the prior written consent of the Collateral Agent given in  accordance with the Credit Agreement, assign any right, duty or obligation hereunder. This  Agreement and the other Loan Documents embody the entire agreement and understanding among  the Pledgors and the Collateral Agent and supersede all prior agreements and understandings  among such parties relating to the subject matter hereof and thereof. Accordingly, the Loan  Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral  agreements of the parties. There are no unwritten oral agreements among the parties. This  Agreement may be executed in one or more counterparts and by different parties hereto in separate  counterparts, each of which when so executed and delivered shall be deemed an original, but all  such counterparts together shall constitute but one and the same instrument; signature pages may  be detached from multiple separate counterparts and attached to a single counterpart so that all  signature pages are physically attached to the same document. The words “execution,” “signed,”  “signature,” and words of like import in this Agreement, any Pledge Supplement or any other  agreement, document or instrument delivered under any of the foregoing shall be deemed to  include electronic signatures or the keeping of records in electronic form, each of which shall be  of the same legal effect, validity or enforceability as a manually executed signature or the use of a  paper-based recordkeeping system, as the case may be, to the extent and as provided for in any  applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,  the New York State Electronic Signatures and Records Act, or any other similar state laws based  on the Uniform Electronic Transactions Act.         THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES  HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND  ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK  WITHOUT GIVING EFFECT TO ANY LAW, RULE, PROVISION OR PRINCIPLE OF  CONFLICTS OF LAWS THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION  OTHER THAN THE STATE OF NEW YORK TO BE APPLIED.          EACH PLEDGOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT  IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY  KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN  CONTRACT OR TORT OR OTHERWISE, AGAINST THE COLLATERAL AGENT,  THE ADMINISTRATIVE AGENT, ANY LENDER, ANY OTHER SECURED PARTY OR  ANY AFFILIATE OF ANY OF THE FOREGOING, IN ANY WAY RELATING TO THIS    16   





 






                                                                                 AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS  RELATING HERETO OR THERETO, IN A FORUM OTHER THAN THE COURTS OF  THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE  UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,  AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE  PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE  JURISDICTION OF SUCH COURTS AND SUBJECT TO CLAUSE (E) OF THIS  PARAGRAPH, AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION,  LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW  YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY  APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO  AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR  PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER  PROVIDED BY LAW (WITHOUT DEROGATING FROM ANY PARTY’S RIGHT TO  APPEAL ANY SUCH JUDGMENT). NOTHING IN THIS AGREEMENT OR IN ANY  OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE COLLATERAL  AGENT, THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER SECURED  PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING  RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST  THE BORROWER, ANY PLEDGOR OR ANY OF ITS OR THEIR RESPECTIVE  PROPERTIES IN THE COURTS OF ANY JURISDICTION. BY EXECUTING AND  DELIVERING THIS AGREEMENT, EACH PLEDGOR, FOR ITSELF AND IN  CONNECTION WITH ITS PROPERTIES, HEREBY EXPRESSLY AND  IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE  EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (OTHER THAN WITH  RESPECT TO ACTIONS BY THE COLLATERAL AGENT, THE ADMINISTRATIVE  AGENT OR ANY OTHER SECURED PARTY IN RESPECT OF RIGHTS UNDER ANY  SECURITY DOCUMENT GOVERNED BY ANY LAWS OTHER THAN THE LAWS OF  THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT  THERETO); (B) WAIVES (I) JURISDICTION AND VENUE OF COURTS IN ANY  OTHER JURISDICTION IN WHICH IT MAY BE ENTITLED TO BRING SUIT BY  REASON OF ITS PRESENT OR FUTURE DOMICILE OR OTHERWISE AND (II) ANY  DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL  PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY  REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE  APPLICABLE PLEDGOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH  SECTION 10.1 OF THE CREDIT AGREEMENT; (D) AGREES THAT SERVICE AS  PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL  JURISDICTION OVER THE APPLICABLE LOAN PARTY IN ANY SUCH  PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES  EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT  THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, THE LENDERS AND  EACH OTHER SECURED PARTY RETAIN THE RIGHT TO SERVE PROCESS IN ANY  OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST  ANY PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION    17   





 






                                                                                 WITH THE EXERCISE OF ANY RIGHTS UNDER ANY SECURITY DOCUMENT OR  THE ENFORCEMENT OF ANY JUDGMENT.         EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS  RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN  DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT  MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER  RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS  INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY  BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF  THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH  OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL  INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS  ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT,  AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED  FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND  REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL  COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY  TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS  WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER  ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER  SPECIFICALLY REFERRING TO THIS SECTION 13 AND EXECUTED BY EACH OF  THE PARTIES HERETO), AND THIS WAIVER WILL APPLY TO ANY SUBSEQUENT  AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR  ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR  AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT  OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO  A TRIAL BY THE COURT.               [Remainder of page intentionally left blank; signature pages follow]        18   





 






                                                                                        IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this  Agreement to be duly executed and delivered by their respective officers thereunto duly  authorized as of the date first written above.                                           NEW RESIDENTIAL INVESTMENT CORP,                                         as Pledgor                                          By:    /s/ Nicola Santoro, Jr.                                              Name: Nicola Santoro, Jr.                                             Title:  Chief Financial Officer                                           MSR WAC LLC, as Pledgor                                           By:    /s/ Nicola Santoro, Jr.                                              Name: Nicola Santoro, Jr.                                             Title:  Chief Financial Officer                                           NRZ RESIDENTIAL MORTGAGE LLC, as                                         Pledgor                                          By:    /s/ Nicola Santoro, Jr.                                              Name: Nicola Santoro, Jr.                                             Title:  Chief Financial Officer and                                                     Chief Operating Officer                                           NRZ ADVANCES HOLDCO LLC, as Pledgor                                           By:    /s/ Nicola Santoro, Jr.                                              Name: Nicola Santoro, Jr.                                             Title:  Chief Financial Officer                                                                                                                [Signature Page to Pledge and Security Agreement]   





 






                                                                                  NRZ CONSUMER 2016-1 LLC, as Pledgor                       By:    /s/ Nicola Santoro, Jr.                           Name: Nicola Santoro, Jr.                          Title:  Chief Financial Officer                                                                     NRZ COVIUS HOLDINGS 1 LLC, as Pledgor                        By:    /s/ Nicola Santoro, Jr.                           Name: Nicola Santoro, Jr.                          Title:  Chief Financial Officer                         NRZ COVIUS HOLDINGS 2 LLC, as Pledgor                        By:    /s/ Nicola Santoro, Jr.                           Name: Nicola Santoro, Jr.                          Title:  Chief Financial Officer                         NRZ COVIUS HOLDINGS 3 LLC, as Pledgor                        By:    /s/ Nicola Santoro, Jr.                          Name: Nicola Santoro, Jr.                          Title:  Chief Financial Officer                         NRZ MBN ISSUER HOLDINGS LLC, as                       Pledgor                        By:    /s/ Nicola Santoro, Jr.                           Name: Nicola Santoro, Jr.                          Title:  Chief Financial Officer                                                                   [Signature Page to Pledge and Security Agreement]               





 






                                                                                  NRZ MORTGAGE HOLDINGS LLC, as                      Pledgor                       By:    /s/ Nicola Santoro, Jr.                           Name: Nicola Santoro, Jr.                          Title:  Chief Financial Officer                         NRZ PRO I LLC, as Pledgor                        By:    /s/ Nicola Santoro, Jr.                           Name: Nicola Santoro, Jr.                          Title:  Chief Financial Officer                        NRZ PRO II LLC, as Pledgor                        By:    /s/ Nicola Santoro, Jr.                           Name: Nicola Santoro, Jr.                          Title:  Chief Financial Officer                         NRZ PRO III LLC, as Pledgor                        By:    /s/ Nicola Santoro, Jr.                           Name: Nicola Santoro, Jr.                          Title:  Chief Financial Officer                         NRZ RA HOLDINGS LLC, as Pledgor                        By:    /s/ Nicola Santoro, Jr.                           Name: Nicola Santoro, Jr.                          Title:  Chief Financial Officer   [Signature Page to Pledge and Security Agreement]               





 






                                                                                                          CORTLAND CAPITAL MARKET                      SERVICES LLC,                      as Collateral Agent                       By:    /s/ Emily Ergang Pappas                           Name:  Emily Ergang Pappas                          Title:  Head of Legal                                  [Signature Page to Pledge and Security Agreement]               





 






                                                                                                                                                               SCHEDULE 5.1                                           TO PLEDGE AND SECURITY AGREEMENT                                                                             GENERAL INFORMATION                   Full Legal Name of    Type of        Jurisdiction of            Chief Executive  Pledgor               Organization   Organization, Incorporation Office/Sole Place of                                       or Formation (as applicable) Business  New Residential       Corporation    Delaware                   1345 Avenue of the  Investment Corp.                                                Americas                                                                  45th Floor                                                                  New York, NY 10105  MSR WAC LLC           Limited liability Delaware                1345 Avenue of the                        company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105  NRZ MBN ISSUER        Limited liability Delaware                1345 Avenue of the  HOLDINGS LLC          company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105  NRZ MORTGAGE          Limited liability Delaware                1345 Avenue of the  HOLDINGS LLC          company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105  NEW RESIDENTIAL       Limited liability Delaware                1345 Avenue of the  MORTGAGE LLC          company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105  NRZ Advances Holdco   Limited liability Delaware                1345 Avenue of the  LLC                   company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105  NRZ CONSUMER          Limited liability Delaware                1345 Avenue of the  2016-1 LLC            company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105  NRZ Covius Holdings   Limited liability Delaware                1345 Avenue of the  1 LLC                 company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105  NRZ Covius Holdings   Limited liability Delaware                1345 Avenue of the  2 LLC                 company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105                                      Schedule 5.1-1                  





 






                                                                                        Full Legal Name of    Type of        Jurisdiction of            Chief Executive  Pledgor               Organization   Organization, Incorporation Office/Sole Place of                                       or Formation (as applicable) Business  NRZ Covius Holdings   Limited liability Delaware                1345 Avenue of the  3 LLC                 company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105  NRZ Pro I LLC         Limited liability Delaware                1345 Avenue of the                        company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105  NRZ Pro II LLC        Limited liability Delaware                1345 Avenue of the                        company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105  NRZ Pro III LLC       Limited liability Delaware                1345 Avenue of the                        company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105  NRZ RA HOLDINGS       Limited liability Delaware                1345 Avenue of the  LLC                   company                                   Americas                                                                  45th Floor                                                                  New York, NY 10105                                                                                       Schedule 5.1-2