Common use of Certain Covenants of Pledgor Clause in Contracts

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b) and 8(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as may be necessary or desirable in order to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its name, identity or corporate structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, that so long as any of its Pledgor's obligations under the Stock Purchase Agreement Securities Contract remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a) of the UCC) or (iii) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1i) its Pledgor's name, identity or corporate structure in any manner or (2ii) its Pledgor's Location, unless in either case (Aa) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 days’ ' prior notice thereof and (Bb) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Transaction Agreement remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be reasonably necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(49) of the UCC) or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its namename or identity, identity and if the Pledgor is not a natural person, its corporate or corporate partnership structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(49) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on than any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, upon delivery of the Initial Pledged Items as provided in Section 1(b) and so long as any of its Pledgor's obligations under the Stock Purchase Agreement Securities Contract remain outstandingoutstanding thereafter: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a) of the UCC) or (iii) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1i) its Pledgor's name, identity or corporate structure in any manner or (2ii) its Pledgor's Location, unless in either case (Aa) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 days’ ' prior notice thereof and (Bb) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its Pledgor's obligations under the Stock Purchase Agreement Securities Contract remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may reasonably require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-115 of the UCC) or (iii) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem reasonably necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it Pledgor shall not change (1i) its Pledgor's name, identity or corporate organizational structure in any manner or (2ii) its Pledgor's Location, unless in either case (A) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 days’ ' prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-115 of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it Pledgor shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement Secured Obligations remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b) and 8(cSection 5(b) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, undated stock or bond powers or other instruments of transfer, agreement or other documents as papers that may in Secured Party’s sole discretion be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any Security Interest granted pursuant hereto, (ii) to create or maintain Control with respect to any such Security Interests in the Collateral or any part thereof as to which a security interest granted pursuant hereto may be perfected by Control under the UCC or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interestSecurity Interest, including, without limitation, executing and delivering or causing the execution and delivery of a control agreement in form and substance satisfactory to Secured Party with respect to the Collateral Account and/or, to the extent that any Collateral (other than cash or cash equivalents) is not held through The Depository Trust Company or another clearing corporation, causing any or all of the Collateral to be transferred of record into the name of Secured Party or its nominee, or (if such asset is a “financial asset” within the meaning of Article 8 of the UCC) the name of Custodian with a simultaneous credit to the Collateral Account. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate desirable to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor’s title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all personsPersons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it Pledgor shall not change (1i) Pledgor’s name or identity or, if Pledgor is not a natural person, its nametype of organizational structure or dissolve, identity liquidate or corporate structure merge with or into any other entity in any manner or (2ii) its Location, unless in either case (A) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or cash or subject any Collateral to any other Lien. (e) Pledgor agrees that it Pledgor shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person Person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral. (f) Pledgor shall (i) promptly furnish Secured Party any information with respect to the Collateral reasonably requested by Secured Party and (ii) allow Secured Party or its representatives to inspect and copy, or furnish Secured Party or its representatives with copies of, all records relating to the Collateral (other than, in each case, information or records Pledgor is prohibited from disclosing due to applicable law, and tax returns of Pledgor or affiliates (other than Issuer and its subsidiaries) of any of the foregoing, other than receipts or other evidence showing the payment of taxes with respect to the Collateral). Notwithstanding the foregoing, to the extent any information requested by Secured Party is not then available, Pledgor will furnish to Secured Party or cause to be furnished to Secured Party such information as soon as reasonably practicable after such request.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement remain Secured Obligation remains outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b) and 8(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, undated stock or bond powers or other instruments of transfer, agreement or other documents papers that may in Secured Party’s reasonable discretion as may notified to Pledgor be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate perfect any security interest Security Interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such Security Interests in the Collateral or any part thereof or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interestSecurity Interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwiseas debtor, UCC financing or continuation statements (which may be, or may attach, carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate desirable to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor’s title to the Collateral, subject to the rights of the Collateral Agent Secured Party and any person with a claim against Secured PartyParty or Custodian, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien (other than a Permitted Lien) of any third party (other than any person with a claim against Secured Party or Custodian) on any of the Collateral, if, after notice from Secured Party to Pledgor of the existence of such Lien, the Pledgor does not cause such Lien to be lifted or stayed or bonded within one Business Day of effective delivery of such notice. (d) Pledgor agrees that it shall not change (1) its name, identity or corporate structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lien[Reserved]. (e) Pledgor agrees that it Pledgor shall not (1i) create or permit to exist any Lien (other than the Security Interestsany Permitted Lien) or any Transfer Restriction (other than, on than any date on Securities Law Transfer Restrictions or prior to the Notice Date, the Existing Transfer RestrictionsVoting Agreement Restriction or Investor Rights Agreement Restriction) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person Person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor Xxxxxxx agrees that, so long as any of its obligations under the Stock Purchase Transaction Agreement remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a)(49) of the UCC) or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest, including, without limitation, executing and delivering or causing the execution and delivery of a control agreement with respect to the Collateral Account and/or, to the extent that any Collateral (other than cash or cash equivalents) is not held through DTC or another clearing corporation (as defined in the UCC), causing any or all of the Collateral to be transferred of record into the name of Secured Party or its nominee. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that containing a schedule in the Collateral Agent form of Exhibit A hereto in its sole discretion may deem necessary or the appropriate office against the Pledgor in the location listed on Schedule I hereto (naming Pledgor as the debtor and Secured Party as the secured party), to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its title to the CollateralCollateral (other than the Rehypothecated Collateral Shares during the time when they are Rehypothecated; provided that this exclusion shall not apply to any claims to the Rehypothecated Collateral Shares relating to Pledgor's ownership prior to the applicable Rehypothecation), subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its namename or identity, identity and if Pledgor is not a natural person, its corporate or corporate partnership structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent Secured Party not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on than any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) close the Collateral Account or sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement remain Secured Obligation remains outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(49) of the UCC) or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Pledge Agreement or of a financing statement relating to this Pledge Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its namename or identity or, identity or corporate if Pledgor is not a natural person, its organizational structure in any manner or (2) its Location, unless in either any such case (A) it shall have given the Collateral Agent Secured Party not less than 30 days’ ' prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(49) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on than any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, upon delivery of the Initial Pledged Items as provided in Section 1(b) and so long as any of its Pledgor's obligations under the Stock Purchase Agreement remain outstandingoutstanding thereafter: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a) of the UCC) or (iii) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1i) its Pledgor's name, identity or corporate structure in any manner or (2ii) its Pledgor's Location, unless in either case (Aa) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 days’ ' prior notice thereof and (Bb) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its the Pledgor’s obligations under the Stock Purchase Agreement remain Note remains outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b) and 8(cSection 1(c) as necessary to cause such requirement to be met.; (b) Pledgor shall, at the expense of Pledgor and in such manner and form as the Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to create, preserve, perfect, substantiate or validate any security interest granted (on a first priority basis) pursuant hereto or to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To interest and to the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests.; (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent persons and the Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral.; (d) Pledgor agrees that it shall not change (1) its name, name or identity or corporate structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent Secured Party not less than 30 fifteen (15) days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lien.; and (e) Pledgor agrees that so long as the Note are outstanding it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 or 9-104 of the UCC) in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its Pledgor's obligations under the Stock Purchase Agreement Securities Contract remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may reasonably require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-115 of the UCC) or (iii) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem reasonably necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it Pledgor shall not change (1i) its Pledgor's name, identity or corporate organizational structure in any manner or (2ii) its Pledgor's Location, unless in either case (A) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 days’ ' prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-115 of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it Pledgor shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) in respect of any Collateral.with

Certain Covenants of Pledgor. Pledgor Xxxxxxx agrees that, so long as any of its obligations under the Stock Purchase Agreement Secured Obligations remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b) and 8(cSection 5(b) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, undated stock or bond powers or other instruments of transfer, agreement or other documents as papers that may in Secured Party’s reasonable determination be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any Security Interest granted pursuant hereto, (ii) to create or maintain Control with respect to any such Security Interests in the Collateral or any part thereof as to which a security interest granted pursuant hereto may be perfected by Control under the UCC or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interestSecurity Interest, including, without limitation, executing and delivering or causing the execution and delivery of a control agreement in form and substance satisfactory to Secured Party with respect to the Collateral Account and/or, to the extent that any Collateral (other than cash or cash equivalents) is not held through The Depository Trust Company or another clearing corporation, causing any or all of the Collateral to be transferred of record into the name of Secured Party or its nominee, or (if such asset is a “financial asset” within the meaning of Article 8 of the UCC) the name of Custodian with a simultaneous credit to the Collateral Account. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion reasonable determination may deem necessary or appropriate desirable to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Xxxxxxx’s title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all personsPersons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it Pledgor shall not change (1i) Pledgor’s name or identity or, if Pledgor is not a natural person, its nametype of organizational structure or dissolve, identity liquidate or corporate structure merge with or into any other entity in any manner or (2ii) its Location, unless in either case (A) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or cash or subject any Collateral to any other Lien. (e) Pledgor agrees that it Pledgor shall not (1i) create or permit to exist any Lien (other than the Security InterestsInterests and Permitted Transfer Restrictions) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing than Permitted Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person Person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral. (f) Pledgor shall (i) promptly furnish Secured Party any information with respect to the Collateral reasonably requested by Secured Party and (ii) allow Secured Party or its representatives to inspect and copy, or furnish Secured Party or its representatives with copies of, all records relating to the Collateral (other than, in each case, information or records Pledgor is prohibited from disclosing due to applicable law, and tax returns of Pledgor or affiliates (other than Issuer and its subsidiaries) of any of the foregoing, other than receipts or other evidence showing the payment of taxes with respect to the Collateral). Notwithstanding the foregoing, to the extent any information requested by Secured Party is not then available, Pledgor will furnish to Secured Party or cause to be furnished to Secured Party such information as soon as reasonably practicable after such request.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its Pledgor's obligations under the Stock Purchase Agreement Securities Contract remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-115 of the UCC) or (iii) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1i) its Pledgor's name, identity or corporate structure in any manner or (2ii) its Pledgor's Location, unless in either case (Aa) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 days’ ' prior notice thereof and (Bb) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-115 of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its Pledgor's obligations under the Stock Purchase Agreement Securities Contract remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a) of the UCC) or (iii) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1i) its Pledgor's name, identity or corporate structure in any manner or (2ii) its Pledgor's Location, unless in either case (Aa) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 days’ ' prior notice thereof and (Bb) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement Obligations remain outstanding: (a) Pledgor shall use reasonable efforts to ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b4(b) and 8(c4(c) of this Agreement as necessary to cause such requirement to be met. (b) Pledgor shall, at the its own expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may reasonably require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (A) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (B) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a) of the UCC) or (C) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Upon written notice to Pledgor, Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it Pledgor shall not change (1A) its name, identity or corporate structure Pledgor's name in any manner or (2B) its Pledgor's Location, unless Pledgor in either case (A) it shall have given the Collateral Agent Secured Party not less than 30 10 days’ ' prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lienthereof. (e) Pledgor agrees that it Pledgor shall not (1A) create or permit to exist any Lien (Lien, other than the Permitted Security Interests) Interests (as defined in the Deed of Debenture), or any Transfer Restriction (other than, on any date on or prior to the Notice Date, than the Existing Transfer Restrictions) upon or with respect to the Collateral, (2B) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3C) enter into or consent to any agreement (other than, in the case of clause (x), the Confirmation and, in the case of clause (y), an assignment or novation agreement permitted hereunder) (x) that restricts in any manner the rights of any present or future owner of any Collateral with respect thereto or (y) pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral. (f) Pledgor agrees, notwithstanding any other notices, statutory or otherwise, that may be required, that it shall, if reasonably practicable to do so, give not less than 2 Business Days notice in writing to the Secured Party of any application under any Debtor Relief Law by the Pledgor or on behalf of the Pledgor for an administration order or other such order that may restrict the Secured Party's rights under this Agreement. (g) If, at any time the Share Collateral is held in a form other than as securities in respect of which securities entitlements are held in the Collateral Account, the Pledgor agrees to deposit with the Secured Party all documents of title relating to the Collateral when called upon by the Secured Party, including, in relation to the Shares, the deposit of all certificates and other documents of title or evidence of ownership in relation to the Shares and the delivering to the Secured Party of executed share transfers and other documents which may be requested by the Secured Party in order to enable the Secured Party or its nominees to be registered as the owner or otherwise obtain title to the Shares.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement Transaction Agreements remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a)(49) of the UCC) or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. Pledgor authorizes Secured Party to originate any instructions to Custodian with respect to the Collateral Account or any Collateral credited thereof without further consent of Pledgor. From the date hereof, the Custodian agrees that it shall (i) not comply with any instructions or other directions concerning the Collateral Account or any Collateral therein originated by Pledgor, and (ii) comply with any instructions or other directions originated by Secured Party relating to the Collateral Account or the Collateral credited thereto without further consent of the Pledgor. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its namename or identity, identity and if Pledgor is not a natural person, its corporate or corporate partnership structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent Secured Party not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, Secured Party, the Collateral Agent, Secured Party Custodian and any other securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under until the Stock Purchase Agreement remain outstandingPledge Termination Date: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may reasonably require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102 of the UCC) or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its namename or identity, identity and if Pledgor is not a natural person, its corporate, limited liability company or corporate partnership structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent Secured Party not less than 30 days’ ' prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102 of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on than any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement Obligations remain outstanding: (a) Pledgor shall use reasonable efforts to ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b4(b) and 8(c4(c) of this Agreement as necessary to cause such requirement to be met. (b) Pledgor shall, at the its own expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may reasonably require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (A) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (B) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a) of the UCC) or (C) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Upon written notice to Pledgor, Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it Pledgor shall not change (1A) its name, identity or corporate structure Pledgor's name in any manner or (2B) its Pledgor's Location, unless Pledgor in either case (A) it shall have given the Collateral Agent Secured Party not less than 30 10 days’ ' prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lienthereof. (e) Pledgor agrees that it Pledgor shall not (1A) create or permit to exist any Lien (other than the Permitted Security Interests) Interests (as defined in the Deed of Debenture), or any Transfer Restriction (other than, on any date on or prior to the Notice Date, than the Existing Transfer Restrictions) upon or with respect to the Collateral, (2B) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3C) enter into or consent to any agreement (other than, in the case of clause (x), the Confirmation and, in the case of clause (y), an assignment or novation agreement permitted hereunder) (x) that restricts in any manner the rights of any present or future owner of any Collateral with respect thereto or (y) pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral. (f) Pledgor agrees, notwithstanding any other notices, statutory or otherwise, that may be required, that it shall, if reasonably practicable to do so, give not less than 2 Business Days notice in writing to the Secured Party of any application under any Debtor Relief Law by the Pledgor or on behalf of the Pledgor for an administration order or other such order that may restrict the Secured Party's rights under this Agreement. (g) If, at any time the Share Collateral is held in a form other than as securities in respect of which securities entitlements are held in the Collateral Account, the Pledgor agrees to deposit with the Secured Party all documents of title relating to the Collateral when called upon by the Secured Party, including, in relation to the Shares, the deposit of all certificates and other documents of title or evidence of ownership in relation to the Shares and the delivering to the Secured Party of executed share transfers and other documents which may be requested by the Secured Party in order to enable the Secured Party or its nominees to be registered as the owner or otherwise obtain title to the Shares.

Certain Covenants of Pledgor. Pledgor agrees that, that upon delivery of the Initial Pledged Items as provided in Section 1(b) and so long as any of its Pledgor's obligations under the Stock Purchase Agreement remain outstandingoutstanding thereafter: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b6(b) and 8(c6(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a)(49) of the UCC) or (iii) enable the Collateral Agent to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all personsPersons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees (i) that it Pledgor shall not change any of (1A) its Pledgor's name, identity or corporate structure in any manner or (2B) its Pledgor's Location, unless in either any such case (Ax) it Pledgor shall have given the Collateral Agent not less than 30 days’ ' prior notice thereof and (By) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it Pledgor shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, than the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person Person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom which any of the Collateral is held (but but, in the case of any such securities intermediary intermediary, only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement remain Secured Obligation remains outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b) and 8(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(49) of the UCC) constituting Collateral or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. Pledgor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Secured Party may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Secured Party in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Security Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Secured Party may determine, in its sole discretion, is necessary to ensure the perfection of the security interest in the Collateral granted to the Secured Party in connection herewith. (cb) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its name, identity or corporate structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lien. (ec) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on than any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor Pxxxxxx agrees that, so long as any of its obligations under the Master Stock Purchase Agreement remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(49) of the UCC) or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its namename or identity, identity and if the Pledgor is not a natural person, its corporate or corporate partnership structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent Secured Party not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(49) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on than any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor Xxxxxxx agrees that, so long as any of its obligations under until the Stock Purchase Agreement remain outstandingPledge Termination Date: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may reasonably require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102 of the UCC) or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its namename or identity, identity and if Pledgor is not a natural person, its corporate, limited liability company or corporate partnership structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent Secured Party not less than 30 days’ ' prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102 of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on than any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its the Company’s obligations under the Stock Purchase Agreement Notes remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b6(a) and 8(c6(b) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to create, preserve, perfect, substantiate or validate any security interest granted (on a first priority basis) pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights and the rights of the Secured Party Parties hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured PartyParties, against the claims and demands of all persons. The Collateral Agent and the Secured Party Parties (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its name, name or identity or corporate structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent not less than 30 fifteen (15) days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lien. (e) Pledgor agrees that so long as the Notes are outstanding it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, the Collateral Agent, the Secured Party Parties and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 or 9-104 of the UCC) in respect of any Collateral. (f) Pledgor agrees to notify the Collateral Agent in writing immediately, and in any event within two (2) Business Days following the acquisition by the Pledgor of any additional shares of Common Stock after the date of this Agreement. (g) 6

Certain Covenants of Pledgor. Pledgor Xxxxxxx agrees that, so long as any of its Pledgor’s obligations under the Stock Purchase Agreement remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b) and 8(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the its own expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a) of the UCC) or (iii) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement Collateral Appendix or of a financing statement relating to this AgreementCollateral Appendix) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests, including without limitation a UCC-1 financing statement in the form of Appendix B attached hereto filed in the appropriate filing offices in each jurisdiction identified in Part 1 of the Perfection Certificate. (c) Pledgor shall warrant and defend its Xxxxxxx’s title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor Xxxxxxx agrees that it Pledgor shall not change (1i) its Xxxxxxx’s name, identity or corporate / organizational structure in any manner or (2ii) its Pledgor’s Location, unless in either case (A) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 10 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lienthereof. (e) Pledgor agrees that it Pledgor shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral (other than assignments and participations permitted by the Loan Agreement at par and for cash proceeds that are deposited in a securities account (as defined in Section 8-501 of the UCC) (the “Collateral Account”) of Secured Party maintained by the Custodian) or (3iii) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral. (f) Pledgor agrees that Pledgor shall forthwith upon demand pay to Secured Party: (i) the amount of any taxes that Secured Party or the Custodian may have been required to pay by reason of income or profit attributable to amounts held in the Collateral Account or to free any of the Collateral from any Lien thereon; and (ii) the amount of any and all costs and expenses, including the fees and disbursements of counsel and of any other experts, that Secured Party or the Custodian may incur in connection with (A) the enforcement of this Collateral Appendix, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of the Security Interests, (B) the collection, sale or other disposition of any of the Collateral, (C) the exercise by Secured Party of any of the rights conferred upon it hereunder or (D) any Default Event. Any such amount not paid on demand shall bear interest (computed on the basis of a year of 360 days and payable for the actual number of days elapsed) at a rate per annum equal to 5% plus the prime rate as published from time to time in The Wall Street Journal, Eastern Edition.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement Secured Obligations remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b) and 8(c) herein as necessary to cause such requirement to be met. (b) Pledgor shall, at the its own expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a) of the NYUCC), or (iii) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Pledge Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an any obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it Pledgor shall not change (1) its Pledgor's name, identity or corporate structure in any manner or (2) its organizational structure, or Location, unless in either case (A) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 10 days’ ' prior notice thereof and (B) thereof; provided that Pledgor shall not make any such change shall not which could cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it Pledgor shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, than the Existing Transfer Restrictions) ), upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement (other than, in the case of clause (x) below, this Pledge Agreement) (x) that restricts in any manner the rights of any present or future owner of any Collateral with respect thereto or (y) pursuant to which any person Person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement remain Secured Obligation remains outstanding: (a) Pledgor shall ensure at all times Upon notice from Secured Party as provided herein that a Collateral Event of Default shall not occurDeficiency exists, and Pledgor shall pledge additional Eligible Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement Collateral Deficiency to be metcease to exist. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, undated stock or bond powers or other instruments of transfer, agreement or other documents as papers that may in Secured Party’s sole discretion be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such security interests in the Collateral or any part thereof or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwiseas debtor, UCC financing or continuation statements (which may be, or may attach, carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate desirable to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) change its name, name or identity or corporate its organizational structure in any manner or (2) change its Location, unless in either any such case (A) it shall have given the Collateral Agent Secured Party not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) upon or with respect to the Collateral (2) create or approve any Transfer Restriction (other than, on than any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (23) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral (other than those contemplated by the terms of the Collateral) or (34) enter into or consent to any agreement pursuant to which any person Person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its Pledgor's obligations under the Stock Purchase Agreement remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b6(b) and 8(c6(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may reasonably require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a)(49) of the UCC) or (iii) enable the Collateral Agent to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent in its sole reasonable discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all personsPersons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it Pledgor shall not change any of (1A) its Pledgor's name, identity or corporate limited liability company structure in any manner or (2B) its Pledgor's Location, unless in either any such case (Ax) it Pledgor shall have given the Collateral Agent not less than 30 days’ ' prior notice thereof and (By) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it Pledgor shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, than the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person Person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom which any of the Collateral is held (but but, in the case of any such securities intermediary intermediary, only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral. (f) Without limiting the rights and obligations of the parties under this Agreement, upon the consent of Pledgor (which consent need not be in writing), the Collateral Agent, on behalf of Secured Party, may sell, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business (collectively, "REHYPOTHECATE"), any Collateral, free from any claim or right of any nature whatsoever of Pledgor, including any equity or right of redemption by Pledgor; PROVIDED that the Collateral Agent, on behalf of Secured Party, will replace any rehypothecated Collateral (with the same Collateral or identical substitute Collateral) (A) upon five Business Days' notice from Pledgor or (B) if not already replaced, on the Maturity Date or any Termination Date. If at any time at which any shares of Common Stock constituting Collateral have been rehypothecated pursuant to this Section 5(f) there shall occur an event of a type that would, had the Collateral Agent, on behalf of Secured Party, borrowed such shares of Common Stock from Pledgor on terms customary for loans of equity securities (as determined by the Calculation Agent), require either (i) an adjustment to the number of shares of Common Stock or a change in the type of securities or other property that the Collateral Agent, on behalf of Secured Party, would be required to deliver to Pledgor to repay such stock loan or (ii) a payment or delivery by the Collateral Agent, on behalf of Secured Party, to Pledgor in respect of dividends paid or distributions made on such shares of Common Stock, then, in the case of clause (i), such adjustment or change shall be applied to the number of shares of Common Stock that the Collateral Agent, on behalf of Secured Party, is required to replace upon notice from Pledgor in accordance with the proviso to the immediately preceding sentence and, in the case of clause (ii), the Collateral Agent, on behalf of Secured Party, shall make such payment or delivery to Pledgor, whereupon the amount so paid or the assets so delivered shall become Collateral hereunder. All determinations related to the immediately preceding sentence shall be made by the Calculation Agent. The rehypothecation provided by this Section 5(f) is intended to be an agreement that satisfies the requirements of Section 1058 of the Internal Revenue Code of 1986, as amended, and the regulations (including proposed regulations) promulgated thereunder, and the parties hereto agree to treat this Section 5(f) as such an agreement for U.S. federal income tax purposes.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its the obligations of Parent or Pledgor under the Stock Purchase Agreement Securities Contract remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b6(b) and 8(c6(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of either Parent or Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its name, identity or corporate structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent not less than 30 days’ ' prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, than the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, the Collateral Agent, the Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held 6 9 through it) has or will have control (within the meaning of Section 8-106 of the UCC) in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Transaction Agreement remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a)(49) of the UCC) or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. Pledgor authorizes Secured Party to originate any instructions to Custodian with respect to the Collateral Account or any Collateral credited thereof without further consent of Pledgor. From the date hereof, the Custodian agrees that it shall (i) not comply with any instructions or other directions concerning the Collateral Account or any Collateral therein originated by Pledgor, and (ii) comply with any instructions or other directions originated by Secured Party relating to the Collateral Account or the Collateral credited thereto without further consent of the Pledgor. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the terms of the MLA Documents, the Permitted Lien and the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its namename or identity, identity and if Pledgor is not a natural person, its corporate or corporate partnership structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent Secured Party not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or subject any Collateral to any other Lien other than the Permitted Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security InterestsInterests and the Permitted Lien) or any Transfer Restriction (other than, on than any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, Secured Party, the Collateral Agent, Secured Party Custodian and any other securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral, other than the Control in connection with the Permitted Lien.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Master Stock Purchase Agreement remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b6(b) and 8(c6(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its name, identity or corporate structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent not less than 30 days’ ' prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) in respect of any Collateral.not

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its Pledgor's obligations under the Stock Purchase Agreement Securities Contract remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may reasonably require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-115 of the UCC) or (iii) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem reasonably necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it Pledgor shall not change (1i) its Pledgor's name, identity or corporate organizational structure in any manner or (2ii) its Pledgor's Location, unless in either case (A) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 days’ ' prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-115 of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it Pledgor shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) in respect of any Collateral.any

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement remain Secured Obligation remains outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b) and 8(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may reasonably require, give, execute, deliver, file and record any financing statement, notice, instrument, document, undated stock or bond powers or other instruments of transfer, agreement or other documents as papers that may in Secured Party’s reasonable discretion be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any Security Interest granted pursuant hereto, (ii) to create or maintain Control with respect to any such Security Interests in the Collateral or any part thereof as to which a security interest granted pursuant hereto may be perfected by Control under the UCC or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interestSecurity Interest under Section 8, including, without limitation, executing and delivering or causing the execution and delivery of a control agreement in form and substance reasonably satisfactory to Secured Party with respect to the Collateral Account and/or, to the extent that any Collateral (other than cash or cash equivalents) is not held through DTC or another clearing corporation, causing any or all of the Collateral to be transferred of record into the name of Secured Party or its nominee, or (if such asset is a “financial asset” within the meaning of Article 8 of the UCC) the name of Custodian with a simultaneous credit to the Collateral Account. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwiseas debtor, UCC financing or continuation statements (which may be, or may attach, carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) Pledge Agreement that the Collateral Agent Secured Party in its sole reasonable discretion may deem necessary or appropriate desirable to further perfect, or maintain the perfection of, the Security InterestsInterest. (cb) Pledgor shall warrant and defend its Pledgor’s title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all personsPersons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (dc) Pledgor agrees that it Pledgor shall not change (1) Pledgor’s name or identity, its namechief executive office, identity its status, jurisdiction of organization or corporate residence for tax purposes or its type of organizational structure or dissolve, liquidate, or merge with or into any other entity in any manner or (2) its Locationmanner, unless in either any such case (A) it Pledgor shall have given the Collateral Agent Secured Party not less than 30 days’ prior written notice thereof and thereof, (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or subject any Collateral to any other LienLien or have any adverse effect on the priority of the Secured Party’s security interest hereunder and (C) Pledgor remains a U.S. person for U.S. federal income tax purposes. (ed) Pledgor agrees that it Pledgor shall not (1except pursuant to the Transaction Documents) (i) create or permit to exist any Lien (other than the Security Interests) upon or with respect to the Collateral or any Transfer Restriction (other than, on than any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the CollateralCollateral consisting of Shares, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person Person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral. (e) Pledgor shall provide the Custodian with a properly executed Internal Revenue Service Form W-9, or any successor form, for U.S. federal income tax purposes (A) upon the execution of this Pledge Agreement, (B) promptly upon reasonable demand by the Custodian and (C) promptly upon learning that any such document previously provided has become obsolete or incorrect. Pledgor shall provide the Custodian with a properly executed affidavit pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Pledgor is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code (A) promptly upon reasonable demand by the Custodian and (B) promptly upon learning that any such document previously provided has become obsolete or incorrect.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Transaction Agreement remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) to create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a)(49) of the UCC) or (iii) to enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests, including, without limitation, registering the security interests created by this Agreement with the Registrar of Corporate Affairs in the British Virgin Islands pursuant to section 163 of the BVI Business Companies Act, 2004 (the “BVI Act”). Pledgor authorizes Secured Party to originate any instructions to the Custodian with respect to the Collateral Account or any Collateral credited thereof without further consent of Pledgor. Without limitation to the foregoing, the Pledgor shall on the date of this Agreement (i) record the security interests created by this Agreement on its register of charges in accordance with section 162 of the BVI Act; and (ii) duly register such security interests with the Registrar of Corporate Affairs in the British Virgin Islands pursuant to section 163 of the BVI Act. (c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Pledgor agrees that it shall not change (1) its namename or identity, identity and if Pledgor is not a natural person, its corporate or corporate partnership structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent Secured Party not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on than any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, Secured Party, the Collateral Agent, Secured Party Custodian and any other securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Transaction Agreement remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Promptly following a demand made by Secured Party, Pledgor shall, shall at the its own expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement specific assignment or other documents as document and take any other action that may be necessary or desirable in order reasonably requested by Secured Party to create, preserve, perfect, substantiate perfect or validate any security interest Security Interest or Lien granted pursuant hereto under Section 2 or to enable the Collateral Agent Secured Party to exercise and or enforce its rights and the rights of Secured Party hereunder under this Agreement with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security InterestsCollateral. (c) Pledgor shall warrant will promptly give notice to Secured Party of, and defend its title against, any suit, action, proceeding or Lien that involves Collateral transferred by Pledgor to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any or that could adversely affect the Lien of any third party on any of the Collateralgranted by it under Section 2. (d) Pledgor agrees that it shall not change (1) its name, identity or corporate structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or create any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) and Exercise Restrictions upon or with respect to the CollateralCollateral other than the Lien granted in Section 2 or otherwise created by Secured Party or Custodian, (2) sell or otherwise dispose ofof (other than pursuant to the Transaction Agreement), or grant any option with respect to, or exercise the right to convert the Notes into the Shares or the right to exercise its voting rights with respect to the Notes and/or the Shares in a manner that is materially adverse to the rights of the Secured Party with respect to, any of the Collateral or (3) enter into or consent to any agreement pursuant to which any person other than the Pledgor, the Collateral Agent, Secured Party and or any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral; provided that, with respect to clause (2) above, if (i) Pledgor provides Secured Party notice of the matter on which it proposes to exercise its voting rights with respect to the Notes and/or the Shares and how it proposes to vote on such matter and (ii) Secured Party does not, within five New York Business Days of receipt of such notice, notify Pledgor that it believes such exercise would be materially adverse to the rights of the Secured Party with respect to any of the Collateral, Secured Party shall be deemed to have agreed that voting in the manner described in such notice is not materially adverse to the rights of the Secured Party with respect to any of the Collateral. (e) In the event that the Issuers of the Notes at any time pledged hereunder cease to be organized under the laws of the United States, any State thereof or the District of Columbia, the parties shall agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected security interest in such Notes, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.

Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its Pledgor's obligations under the Stock Purchase Agreement Securities Contract remain outstanding: (a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b5(b) and 8(c5(c) as necessary to cause such requirement to be met. (b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-115 of the UCC) or (iii) enable the Collateral Agent Secured Party to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests. (c) Pledgor shall warrant and defend its Pledgor's title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral. (d) Unless Pledgor agrees that it shall have given Secured Party not less than 30 days prior notice thereof, Pledgor shall not change (1i) its Pledgor's name, identity or corporate structure in any manner or (2ii) its Location, unless in either case (A) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (B) Pledgor's Location if such change shall not could cause any of the Security Interests to become unperfected unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-115 of the UCC) or subject any Collateral to any other Lien. (e) Pledgor agrees that it shall not (1i) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3iii) enter into or consent to any agreement pursuant to which any person other than Pledgor, the Collateral Agent, Secured Party and any securities intermediary (including the Securities Intermediary) through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have control (within the meaning of Section 8-106 of the UCC) Control in respect of any Collateral.