Common use of Collateral Maintenance and Administration Clause in Contracts

Collateral Maintenance and Administration. (a) The Shares shall have been credited to the Custodian by DTC and credited by the Custodian to the Collateral Account. The Pledgor shall maintain the security interest created by this Agreement as a perfected first priority security interest and shall defend such security interest and priority against the claims and demands of all persons. (b) On and after the date hereof, all dividends and other distributions on the Stock Collateral, including, without limitation, all cash and non-cash proceeds described in Section 2(c), shall be credited to the Collateral Account if any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of Default has occurred and is continuing, any dividends and other distributions on the Stock Collateral at the time credited to the Collateral Accounts may, upon written request of the Pledgor to the Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest). (d) Any delivery by the Pledgor of securities as Collateral shall be effected (A) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account or (B) by complying with such alternative delivery instructions as the Lender or Custodian shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor shall pay to the Lender the amount of any taxes that the Lender may be required to pay by reason of the security interest granted herein or to free any Collateral from any other lien thereon. (f) At all times prior to the foreclosure of any Shares by the Lender pursuant to Section 7 of this Agreement, and unless an Event of Default has occurred and is continuing, the Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreement or any other Loan Document or any other instrument or agreement referred to therein; provided that the Borrower agrees that it will not vote the Shares in any manner that is inconsistent with the terms of this Agreement, or any other Loan Document. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, the Lender shall have no voting rights with respect to the Shares, except to the extent that the Lender buys any Shares in a sale or other disposition made pursuant to Section 7(b) of this Agreement. Unless an Event of Default has occurred and is continuing, to the extent the Lender has any proxies or other documents and writings in connection with the Collateral prior to the disposition of any Shares by the Lender pursuant to Section 7 of this Agreement, the Lender agrees that, upon the request of the Borrower, the Lender shall endeavor to deliver to the Borrower all such proxies and other documents and writings as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Agreement. (g) Unless an Event of Default has occurred and is continuing, the Pledgor is entitled to sell, assign or otherwise dispose of all of part of the Shares; provided that the proceeds from such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, in accordance with the terms of the Note. (h) The Pledgor agrees that, upon at least five (5) Business Days’ notice to the Pledgor, the Lender may request the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Agreement, executed by the Pledgor, the Lender and such successor custodian.

Collateral Maintenance and Administration. (a) The Pledgor shall use commercially reasonable efforts (i) to appoint Custodian to hold all the Collateral, subject to a custody agreement reasonably acceptable to Secured Party, (ii) to establish a Cash Collateral Account and a Share Collateral Account (including a sub-account for the Initial Collateral Shares and a sub-account for the Additional Collateral Shares) on the books of Custodian and (iii) to enter into a control agreement with Custodian and Secured Party in form and substance reasonably satisfactory to Secured Party (the “Custodial Arrangement”). Upon the execution and delivery of the custody agreement and control agreement referred to in the preceding sentence and Secured Party’s receipt of: (x) a favorable opinion of Pledgor’s counsel, addressed to Administrative Agent and Lenders, in form and substance reasonably satisfactory to Pledgor, (y) the results of a recent lien search in Pledgor’s “location” (within the meaning of Section 9-307 of the UCC), and such search shall have been reveal no liens on any of the assets of Pledgor except for liens permitted by Section 6.02 of the Margin Loan Agreement, and (z) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by this Security Agreement, Pledgor and Secured Party shall cause Issuer’s transfer agent to register the Collateral Shares in the name of Custodian to be credited to the Custodian by DTC relevant sub-accounts within the Share Collateral Account, and credited by Secured Party shall transfer any Cash or Cash Equivalents in the Initial Cash Collateral Account to Custodian to be credited to the Cash Collateral Account. The Pledgor shall maintain date on which the security interest created by this Agreement as a perfected first priority security interest Collateral Shares and shall defend such security interest and priority against any Cash or Cash Equivalents in the claims and demands of all personsInitial Cash Collateral Account are transferred to Custodian in accordance with the foregoing is the “Custodial Arrangement Date.” (b) On and after the date hereof, all dividends and other distributions on the Stock Collateral, including, without limitation, all cash and non-cash proceeds described in Section 2(c), shall be credited to the Collateral Account if any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of Default has occurred and is continuing, any dividends and other distributions on the Stock Collateral at the time credited to the Collateral Accounts may, Promptly upon written request demand of the Pledgor to the LenderSecured Party, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest). (d) Any delivery by the Pledgor of securities as Collateral shall be effected (A) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account or (B) by complying with such alternative delivery instructions as the Lender or Custodian shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor shall pay to the Lender Secured Party the amount of any taxes Taxes that the Lender Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein or to free any Collateral from any Lien thereon (other lien thereonthan Permitted Liens). Pledgor shall indemnify and hold harmless Secured Party with respect to any Taxes to which this Section 3(b) applies. (fc) Secured Party shall not have the right to rehypothecate, use, borrow, lend, pledge or sell the Relevant Collateral Shares, except as contemplated by the Margin Loan Documentation or with Pledgor’s consent. (d) At all times prior to the foreclosure of any Shares by the Lender pursuant to Section 7 of this Agreement, and unless an Event of Default has occurred and is continuingDefault, the Borrower Pledgor shall have the right to exercise all voting, consensual and other voting powers in respect of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreement or any other Loan Document or any other instrument or agreement referred to thereinShares; provided that the Borrower Pledgor agrees that it will not vote the Collateral Shares in any manner that is inconsistent with the terms of this AgreementSecurity Agreement or other the Margin Loan Documentation or would reasonably be expected to have a material adverse effect on the Secured Party’s Lien on the Collateral or the priority of such Lien. To this end, prior to the Custodial Arrangement Date, Secured Party hereby irrevocably constitutes and appoints Pledgor the proxy and attorney-in-fact of Secured Party, with full power of substitution, to vote with respect to any and all Collateral Shares standing in the name of Secured Party on the Share Register or any other Loan Documentwith respect to which Secured Party is entitled to vote. For The proxy and appointment of Pledgor as attorney-in-fact of Secured Party herein granted are coupled with an interest, are irrevocable, and shall continue until the avoidance Custodial Arrangement Date. After the occurrence of doubt, unless an Event of Default has occurred and is continuing(but only for so long as it continues), but subject to Section 7 below, the Lender right to vote any Collateral Shares shall have no voting rights be vested exclusively in Secured Party. To this end, Pledgor hereby irrevocably reconstitutes and appoints Secured Party the proxy and attorney-in-fact of Pledgor, with full power of substitution, solely for the purpose to vote with respect to any and all Collateral Shares standing in the Sharesname of Pledgor or with respect to which Pledgor is entitled to vote, except subject to the extent understanding that such proxy may only be exercised after the Lender buys any Shares in a sale or other disposition made pursuant to Section 7(b) occurrence of this Agreement. Unless an Event of Default has occurred (but only for so long as it continues). The proxy and is continuingappointment of Secured Party as attorney-in-fact of Pledgor herein granted are coupled with an interest, to are irrevocable, and shall continue until the extent the Lender has any proxies or other documents Secured Obligations have been paid and writings performed in connection with the Collateral full. (e) The parties hereto agree that at all times prior to the disposition sale of any Shares by the Lender Collateral pursuant to Section 7 an exercise of this Agreementremedies hereunder, Pledgor shall be treated as the Lender agrees that, upon the request owner of the Borrower, the Lender shall endeavor to deliver to the Borrower all such proxies Collateral for U.S. Federal and other documents and writings as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Agreementstate tax purposes. (g) Unless an Event of Default has occurred and is continuing, the Pledgor is entitled to sell, assign or otherwise dispose of all of part of the Shares; provided that the proceeds from such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, in accordance with the terms of the Note. (h) The Pledgor agrees that, upon at least five (5) Business Days’ notice to the Pledgor, the Lender may request the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Agreement, executed by the Pledgor, the Lender and such successor custodian.

Collateral Maintenance and Administration. (a) The Shares shall have been credited Subject to the Custodian by DTC and credited by terms of Section 2.10 of the Custodian to the Collateral Account. The Pledgor shall maintain the security interest created by this Agreement as a perfected first priority security interest and shall defend such security interest and priority against the claims and demands of all persons. (b) On and after the date hereofLoan Agreement, all dividends and other distributions on the Stock Collateral, including, without limitation, all cash and non-cash proceeds described in Section 2(c), shall be credited to the Collateral Account if any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of Default has occurred and is continuing, any dividends and other distributions on the Stock Collateral at the time credited to the Collateral Accounts may, promptly upon written request demand of the Pledgor to the any Applicable Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest). (d) Any delivery by the Pledgor of securities as Collateral shall be effected (A) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account or (B) by complying with such alternative delivery instructions as the Lender or Custodian shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor each Grantor shall pay to the such Applicable Lender the amount of any taxes Taxes that the such Applicable Lender may pay or be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned with respect to the Collateral or (y) any proceeds or income from the sale, loan or other transfer of any Collateral) or to free any Collateral from any Lien thereon (other lien thereonthan Permitted Liens, except in connection with a foreclosure of the Collateral). For the avoidance of doubt, this provision does not apply to Taxes imposed on such Applicable Lender in its capacity as beneficial owner of any assets formerly held as Collateral should such Applicable Lender acquire such assets from the Grantors. (fb) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, each Grantor shall be treated, for U.S. Federal and state tax purposes, as the owner of the Collateral in which it has a right, title or interest. (c) At all times prior to the foreclosure of any Shares by the Lender pursuant to Section 7 of this Agreementforeclosure, and unless an Event of Default has occurred and is continuing, the Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreement or any other Loan Document or any other instrument or agreement referred to therein; provided that the Borrower agrees that it will not vote the Shares in any manner that is inconsistent with the terms of this Agreement, or any other Loan Document. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, the Lender shall have no voting rights with respect to the Shares, except to the extent that the Lender buys any Shares in a sale or other disposition made of any Relevant Collateral Shares or other securities constituting Collateral pursuant to Section 7(b10 hereof, (i) of this each (d) The Grantors shall cause Collateral to be posted to accounts designated by the relevant Applicable Lender (which shall initially be such Applicable Lender’s Collateral Accounts) on a Pro Rata Basis, as and when, and in the manner, required under the Loan Agreement. Unless an Event In the case of Default has occurred and is continuingCollateral Shares, Grantors shall cause such Collateral Shares to be credited to the extent Collateral Accounts as and when, and in the Lender has any proxies or other documents and writings in connection with manner required under the Collateral prior to the disposition of any Shares by the Lender pursuant to Section 7 of this Loan Agreement, the Lender agrees that, upon the request of the Borrower, the Lender shall endeavor to deliver to the Borrower all such proxies and other documents and writings as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Agreement. 5. (g) Unless an Event of Default has occurred and is continuing, the Pledgor is entitled to sell, assign or otherwise dispose of all of part of the Shares; provided that the proceeds from such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, in accordance with the terms of the Note. (h) The Pledgor agrees that, upon at least five (5) Business Days’ notice to the Pledgor, the Lender may request the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Agreement, executed by the Pledgor, the Lender and such successor custodian.

Collateral Maintenance and Administration. (a) The Shares shall have been credited Subject to the Custodian by DTC and credited by terms of Section 2.10 of the Custodian to the Collateral Account. The Pledgor shall maintain the security interest created by this Agreement as a perfected first priority security interest and shall defend such security interest and priority against the claims and demands of all persons. (b) On and after the date hereofLoan Agreement, all dividends and other distributions on the Stock Collateral, including, without limitation, all cash and non-cash proceeds described in Section 2(c), shall be credited to the Collateral Account if any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of Default has occurred and is continuing, any dividends and other distributions on the Stock Collateral at the time credited to the Collateral Accounts may, promptly upon written request demand of the Pledgor to the any Applicable Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest). (d) Any delivery by the Pledgor of securities as Collateral shall be effected (A) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account or (B) by complying with such alternative delivery instructions as the Lender or Custodian shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor Grantor shall pay to the such Applicable Lender the amount of any taxes Taxes that the such Applicable Lender may pay or be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned with respect to the Collateral or (y) any proceeds or income from the sale, loan or other transfer of any Collateral) or to free any Collateral from any Lien thereon (other lien thereonthan Permitted Liens, except in connection with a foreclosure of the Collateral). For the avoidance of doubt, this provision does not apply to Taxes imposed on such Applicable Lender in its capacity as beneficial owner of any assets formerly held as Collateral should such Applicable Lender acquire such assets from the Grantor. (fb) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, the Grantor shall be treated as the owner of its Collateral for U.S. Federal and state tax purposes. (c) At all times prior to the foreclosure sale or other disposition of any Relevant Collateral Shares by the Lender or other securities constituting Collateral pursuant to Section 7 of this Agreement, and unless an Event of Default has occurred and is continuing9 hereof, the Borrower Grantor shall have the right to exercise all voting, voting and consensual and other powers of ownership pertaining to the Stock such Collateral for all purposes not inconsistent with the terms of this Agreement or any other Loan Document or any other instrument or agreement referred to therein; provided that the Borrower agrees that it will not vote the Shares in any manner that is inconsistent with the terms of this Agreement, or any other Loan Document. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, the Lender shall have no voting rights with respect to the Shares, except to the extent that the Lender buys any Shares in a sale or other disposition made pursuant to Section 7(b) of this Agreement. Unless an Event of Default has occurred and is continuing, to the extent the Lender has any proxies or other documents and writings in connection with the Collateral prior to the disposition of any Shares by the Lender pursuant to Section 7 of this Agreement, the Lender agrees that, upon the request of the Borrower, the Lender shall endeavor to deliver to the Borrower all such proxies and other documents and writings as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Agreementpurposes. (g) Unless an Event of Default has occurred and is continuing, the Pledgor is entitled to sell, assign or otherwise dispose of all of part of the Shares; provided that the proceeds from such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, in accordance with the terms of the Note. (hd) The Pledgor agrees thatGrantor shall cause Collateral to be posted to accounts designated by the relevant Applicable Lender (which shall initially be such Applicable Lender’s Collateral Accounts) on a Pro Rata Basis, upon at least five (5) Business Days’ notice as and when, and in the manner, required under the Loan Agreement. In the case of Collateral Shares, Grantor shall cause such Collateral Shares to be credited to the PledgorCollateral Accounts as and when, and in the Lender may request manner required under the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Loan Agreement, executed by the Pledgor, the Lender and such successor custodian.

Collateral Maintenance and Administration. (a) The Shares Promptly upon written demand of Secured Party, Pledgor shall have been credited pay to Secured Party the Custodian by DTC and credited by the Custodian amount of any Taxes that Secured Party may be required to pay with respect to the Collateral Account. The Pledgor shall maintain by reason of the security interest created by granted herein (including but not limited to any Taxes with respect to (x) income earned with respect to the Collateral or (y) any proceeds or income from the sale, loan or other transfer of any Collateral) or to free any Collateral from any Lien thereon (other than Permitted Liens). For the avoidance of doubt, this Agreement provision does not apply to Taxes imposed on Secured Party in its capacity as a perfected first priority security interest and shall defend beneficial owner of any assets formerly held as Collateral should the Secured Party acquire such security interest and priority against the claims and demands of all personsassets from Pledgor. (b) On and after the date hereof, all dividends and other distributions on the Stock Collateral, including, without limitation, all cash and non-cash proceeds described in Section 2(c), shall be credited to the Collateral Account if any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of Default has occurred and is continuing, any dividends and other distributions on Secured Party shall not have the Stock right to rehypothecate, use, borrow, lend, pledge or sell the Relevant Collateral at Shares, except as contemplated by the time credited to the Collateral Accounts may, upon written request Margin Loan Documentation or with Pledgor’s consent. Issuer is an intended third-party beneficiary of the Pledgor to the Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interestthis Section 3(b). (d) Any delivery by the Pledgor of securities as Collateral shall be effected (A) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account or (B) by complying with such alternative delivery instructions as the Lender or Custodian shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor shall pay to the Lender the amount of any taxes that the Lender may be required to pay by reason of the security interest granted herein or to free any Collateral from any other lien thereon. (fc) At all times prior to the foreclosure sale of any Relevant Collateral Shares by the Lender pursuant to an exercise of remedies hereunder, subject to Section 7 6.11 of this the Loan Agreement, and unless an Event of Default has occurred and is continuing, the Borrower Pledgor shall have the right be entitled to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreement or any other Loan Document or any other instrument or agreement referred to therein; provided that the Borrower agrees that it will not vote the Shares in any manner that is inconsistent with the terms of this Agreement, or any other Loan Document. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, the Lender shall have no voting rights with respect to the Relevant Collateral Shares, except to the extent . (d) The parties hereto agree that the Lender buys any Shares in a sale or other disposition made pursuant to Section 7(b) of this Agreement. Unless an Event of Default has occurred and is continuing, to the extent the Lender has any proxies or other documents and writings in connection with the Collateral at all times prior to the disposition sale of any Shares by the Lender Collateral pursuant to Section 7 an exercise of this Agreementremedies hereunder, Pledgor shall be treated as the Lender agrees that, upon the request owner of the Borrower, the Lender shall endeavor to deliver to the Borrower all such proxies Collateral for U.S. Federal and other documents and writings as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Agreementstate tax purposes. (ge) Unless an Event of Default has occurred and is continuing, Pledgor shall cause Collateral to be posted to accounts designated by the Pledgor is entitled to sell, assign or otherwise dispose of all of part of the Shares; provided that the proceeds from relevant Lender (which shall initially be such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, Lender’s Collateral Accounts) on a Pro Rata Basis in accordance with the terms Share Segregation Condition, as and when, and in the manner, required under the Loan Agreement. In the case of Relevant Collateral Shares, Pledgor shall cause such Relevant Collateral Shares to be (i) (x) transferred to the Custodian through the facilities of the Note. Depository Trust Company or (hy) The Pledgor agrees thatregistered in the name of the Custodian on the share register maintained by the transfer agent of the Issuer, upon at least five as applicable, and (5ii) Business Days’ notice credited to the PledgorCollateral Accounts in accordance with the Share Segregation Condition, in each case as and when, and in the Lender may request manner required, under the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Loan Agreement, executed by the Pledgor, the Lender and such successor custodian.

Collateral Maintenance and Administration. (a) The Shares On or before the date hereof, (i) the Restricted ADS shall have been registered in the name of the Custodian and a Control Agreement relating to the Restricted ADS substantially in the form of Exhibit A shall have been executed and delivered and (ii) the Unrestricted ADS shall have been credited to the Custodian by DTC Collateral Account and credited by the Custodian a Control Agreement relating to the Collateral Account. The Account substantially in the form of Exhibit A hereto shall have been executed and delivered. (i) On the date hereof the Pledgor shall maintain (A) cause entries to be made on the security interest register of charges of the Pledgor maintained pursuant to Section 162 of the BVI Business Companies Act, 2004 in relation to the charges in respect of the Collateral created by this Agreement as Agreement, (B) forward a perfected first priority security interest copy of such register to its registered agent to maintain with the Pledgor’s records, and shall defend (C) procure that the registered agent or some other duly authorised person of the Pledgor make application for any such security interest and priority against charge in respect of the claims and demands Collateral to be registered by the Registrar of all personsCorporate Affairs pursuant to Section 163(1) of the BVI Business Companies Act, 2004. (bii) On and after the date hereof, all dividends and other distributions on the Stock CollateralADS constituting Collateral or the associated Shares, including, without limitation, all cash and non-cash proceeds described in Section 2(c2(g), shall be credited to the Collateral Account if Account. If any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of and until a Default has occurred and is continuing, any dividends and other distributions on the Stock ADS constituting Collateral or the associated Shares at the time credited to the Collateral Accounts Account may, upon the written request of the Pledgor to the Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest)interest under the Loan Agreement upon request of the Pledgor to be provided to the Collateral Agent. (d) Any delivery by the Pledgor of securities as Collateral shall be effected (Ai) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Collateral Agent or the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account, (ii) in the case of Collateral consisting of Uncertificated ADS or other uncertificated securities, by the re-registration of such ADS or other securities into the name of the Custodian and crediting of such ADS or other securities by the Custodian to the Collateral Account (provided that the Restricted ADS may be subject to the provisions of Section 3(b) of a Control Agreement in the form of Exhibit A hereto rather than credited to the Collateral Account), (iii) in the case of cash, by wire transfer of immediately available funds to an account designated by the Collateral Agent (which shall initially be the Collateral Account), or (Biv) by complying with such alternative delivery instructions as the Lender or Custodian Collateral Agent shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor shall pay to the Lender Collateral Agent the amount of any taxes that the Lender Collateral Agent may be required to pay by reason of the security interest granted herein or to free any Collateral from any other lien Lien thereon. (f) The Collateral Agent shall have the right (subject to the limitations set forth below in Section 6(c)) to hedge, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of or use for hedging, financing or other related activities (including without limitation, pursuant to repurchase transactions), any Collateral (other than Restricted ADS) held in or credited to the Collateral Account, free from any claim or right of any nature whatsoever by the Pledgor; provided that, (i) over any consecutive 60-day period, the Collateral Agent may not lend or short sell more than [***] of the ADS constituting Collateral on the date hereof and (ii) any such use will not adversely affect the price of the ADS or the shares of the Company. The Collateral Agent will be deemed to continue to hold such Collateral and to receive Distributions thereon, for the benefit of the Secured Parties, regardless of whether the Collateral Agent has exercised any rights under this Section 3(f) (including for purposes of determining the occurrence of a Collateral Shortfall and determining Distributions that would be remitted to the Pledgor). (g) From time to time, Pledgor may instruct the Collateral Agent to sell ADS constituting Collateral for the purpose of making a voluntary prepayment of the Loans pursuant to and subject to the limitations set forth in Section 2.03(a) of the Loan Agreement, and upon such instruction, the Collateral Agent shall sell such ADS in any commercially reasonably manner specified in such instruction. All sale proceeds received with respect to the sale of such ADS shall be deposited in the Collateral Account, and the Pledgor shall have the right to instruct the Collateral Agent to withdraw all sale proceeds from the Collateral Account for deposit into the Agent Account for the purposes of paying any prepayment amount due and payable by Pledgor pursuant to Section 2.03(a) of the Loan Agreement in connection with such voluntary prepayment. (h) If at any time at least six (6) months after the Closing Date, the Pledgor makes or causes to make a voluntary prepayment pursuant to Section 2.03(a) of the Loan Agreement, the Pledgor may request the release to it and the Collateral Agent shall release from the Collateral Account a number of ADS equal to (x) the aggregate principal amount being voluntarily prepaid on such date divided by [***] multiplied by (y) the number of ADS credited to the Collateral Account immediately prior to such voluntary prepayment; provided that the individual ADS to be released shall be determined by the Collateral Agent in its sole discretion and; provided further that the Collateral Agent shall not be obligated to release such ADS if after giving effect to such voluntary prepayment (i) a Default or Event of Default would occur or (ii) the LTV Ratio would be higher than the Release LTV Ratio. (i) At all times prior to the foreclosure disposition of any Shares ADS by the Lender Collateral Agent pursuant to Section 7 of this Agreement, and unless an Event of Default has occurred and is continuing6 hereof, the Borrower Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to such ADS and the Stock Collateral associated Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement or any other Loan Document or any other instrument or agreement referred to thereinherein; provided that the Borrower Pledgor agrees that it the Pledgor will not vote the ADS or associated Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any such other Loan Documentinstrument or agreement or would reasonably be expected to have a material adverse effect on the value of the ADS or associated Shares or the Collateral Agent’s interest therein. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, the Lender Collateral Agent shall have no voting rights with respect to the ADS or associated Shares, except to the extent that the Lender Collateral Agent buys any Shares ADS in a sale or other disposition made pursuant to Section 7(b6(b). (j) of this Agreement. Unless an Event of Default has occurred and is continuing, to In the extent the Lender has any proxies or other documents and writings in connection with event the Collateral prior to the disposition of any Shares by the Lender Agent exercises its rights pursuant to Section 7 10.06(b) of this Agreementthe Loan Agreement to document an assignment of all or a portion of its rights and obligations under the Loan Agreement as a separate, parallel loan between the Pledgor and a new lender, the Lender agrees thatCollateral Agent shall have the right to transfer or cause to be transferred the number of ADS required to constitute collateral for such separate, upon the request of the Borrower, the Lender shall endeavor to deliver parallel loan to the Borrower all new lender in the manner as such proxies and other documents and writings as the Borrower may new lender shall reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Agreementrequest. (g) Unless an Event of Default has occurred and is continuing, the Pledgor is entitled to sell, assign or otherwise dispose of all of part of the Shares; provided that the proceeds from such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, in accordance with the terms of the Note. (h) The Pledgor agrees that, upon at least five (5) Business Days’ notice to the Pledgor, the Lender may request the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Agreement, executed by the Pledgor, the Lender and such successor custodian.

Collateral Maintenance and Administration. (a) The Shares On or before the date hereof, the Pledged ADS shall have been credited to the Custodian by DTC Collateral Account and credited by the Custodian a Control Agreement relating to the Collateral Account. The Account substantially in the form of Exhibit A hereto shall have been executed and delivered. (i) On the date hereof, the Pledgor shall maintain (A) cause entries to be made on the security interest register of charges of the Pledgor maintained pursuant to Section 162 of the BVI Business Companies Act, 2004 in relation to the charges in respect of the Collateral created by this Agreement as Agreement, (B) forward a perfected first priority security interest copy of such register to its registered agent to maintain with the Pledgor’s records, and shall defend (C) procure that the registered agent or some other duly authorised person of the Pledgor make application for any such security interest and priority against charge in respect of the claims and demands Collateral to be registered by the Registrar of all personsCorporate Affairs pursuant to Section 163(1) of the BVI Business Companies Act, 2004. (bii) On and after the date hereof, all dividends and other distributions on the Stock CollateralADS constituting Collateral or the associated Shares, including, without limitation, all cash and non-cash proceeds described in Section 2(c2(g), shall be credited to the Collateral Account if Account. If any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of and until a Default has occurred and is continuing, any dividends and other distributions on the Stock ADS constituting Collateral or the associated Shares at the time credited to the Collateral Accounts Account may, upon the written request of the Pledgor to the Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest)interest under the Loan Agreement upon request of the Pledgor to be provided to the Collateral Agent. (d) Any delivery by the Pledgor of securities as Collateral shall be effected (Ai) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Collateral Agent or the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account Account, (ii) in the case of Collateral consisting of Uncertificated ADS or other uncertificated securities, by the re-registration of such ADS or other securities into the name of the Custodian and crediting of such ADS or other securities by the Custodian to the Collateral Account, (iii) in the case of cash, by wire transfer of immediately available funds to an account designated by the Collateral Agent (which shall initially be the Collateral Account), or (Biv) by complying with such alternative delivery instructions as the Lender or Custodian Collateral Agent shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor shall pay to the Lender Collateral Agent the amount of any taxes that the Lender Collateral Agent may be required to pay by reason of the security interest granted herein or to free any Collateral from any other lien Lien thereon. (f) The Collateral Agent shall have the right (subject to the limitations set forth below in Section 6(c)) to hedge, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of or use for hedging, financing or other related activities (including without limitation, pursuant to repurchase transactions), any Collateral (other than Restricted ADS) held in or credited to the Collateral Account, free from any claim or right of any nature whatsoever by the Pledgor; provided that, (i) over any consecutive 60-day period, the Collateral Agent may not lend or short sell more than [***]% of the ADS constituting Collateral on the date hereof and (ii) any such use will not adversely affect the price of the ADS or the shares of the Company. The Collateral Agent will be deemed to continue to hold such Collateral and to receive Distributions thereon, for the benefit of the Secured Parties, regardless of whether the Collateral Agent has exercised any rights under this Section 3(f) (including for purposes of determining the occurrence of a Collateral Shortfall and determining Distributions that would be remitted to the Pledgor). (g) From time to time, Pledgor may instruct the Collateral Agent to sell ADS constituting Collateral for the purpose of making a voluntary prepayment of the Loans pursuant to and subject to the limitations set forth in Section 2.03(a) of the Loan Agreement, and upon such instruction, the Collateral Agent shall sell such ADS in any commercially reasonably manner specified in such instruction. All sale proceeds received with respect to the sale of such ADS shall be deposited in the Collateral Account, and the Pledgor shall have the right to instruct the Collateral Agent to withdraw all sale proceeds from the Collateral Account for deposit into the Agent Account for the purposes of paying any prepayment amount due and payable by Pledgor pursuant to Section 2.03(a) of the Loan Agreement in connection with such voluntary prepayment. (h) If at any time at least six (6) months after the Closing Date, the Pledgor makes or causes to make a voluntary prepayment pursuant to Section 2.03(a) of the Loan Agreement, the Pledgor may request the release to it and the Collateral Agent shall release from the Collateral Account a number of ADS equal to (x) the aggregate principal amount being voluntarily prepaid on such date divided by $42,600,000 multiplied by (y) the number of ADS credited to the Collateral Account immediately prior to such voluntary prepayment; provided that the individual ADS to be released shall be determined by the Collateral Agent in its sole discretion and; provided further that the Collateral Agent shall not be obligated to release such ADS if after giving effect to such voluntary prepayment (i) a Default or Event of Default would occur or (ii) the LTV Ratio would be higher than the Release LTV Ratio. (i) At all times prior to the foreclosure disposition of any Shares ADS by the Lender Collateral Agent pursuant to Section 7 of this Agreement, and unless an Event of Default has occurred and is continuing6 hereof, the Borrower Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to such ADS and the Stock Collateral associated Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement or any other Loan Document or any other instrument or agreement referred to thereinherein; provided that the Borrower Pledgor agrees that it the Pledgor will not vote the ADS or associated Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any such other Loan Documentinstrument or agreement or would reasonably be expected to have a material adverse effect on the value of the ADS or associated Shares or the Collateral Agent’s interest therein. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, the Lender Collateral Agent shall have no voting rights with respect to the ADS or associated Shares, except to the extent that the Lender Collateral Agent buys any Shares ADS in a sale or other disposition made pursuant to Section 7(b) of this Agreement. Unless an Event of Default has occurred and is continuing, to the extent the Lender has any proxies or other documents and writings in connection with the Collateral prior to the disposition of any Shares by the Lender pursuant to Section 7 of this Agreement, the Lender agrees that, upon the request of the Borrower, the Lender shall endeavor to deliver to the Borrower all such proxies and other documents and writings as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Agreement6(b). (g) Unless an Event of Default has occurred and is continuing, the Pledgor is entitled to sell, assign or otherwise dispose of all of part of the Shares; provided that the proceeds from such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, in accordance with the terms of the Note. (h) The Pledgor agrees that, upon at least five (5) Business Days’ notice to the Pledgor, the Lender may request the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Agreement, executed by the Pledgor, the Lender and such successor custodian.

Collateral Maintenance and Administration. (a) The Shares shall have been credited to the Custodian by DTC and credited by the Custodian to the Collateral Account. The Pledgor shall maintain the security interest created by this Agreement as a perfected first priority security interest and shall defend such security interest and priority against the claims and demands of all persons. (b) On and after the date hereof, all dividends and other distributions on the Stock CollateralShares, including, without limitation, all cash and non-cash proceeds described in Section 2(c2(d), shall be credited paid directly to the Secured Party or for credit to the Collateral Account if Account. If any such amounts or property shall be received by the PledgorPledgor (other than any amounts released to the Pledgor in accordance herewith), the Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (cb) Unless an Event of Default has occurred and is continuing, any dividends and other distributions on Any Distributions received by the Stock Collateral at the time Secured Party or credited to the Collateral Accounts may, upon written request of the Pledgor Account from time to the Lender, time shall be released from the Collateral Account and applied remitted to Borrower within 5 Business Days after such receipt or after such Distribution is credited to the prepayment Collateral Account, as the case may be; provided, however, that the Secured Party shall not be required to release or remit any Distributions (x) to the extent that, after giving effect to any such release or remittance, the Loan Value would equal or exceed 57.5% of the Note Collateral Value or (including payment y) if a Default has occurred and is continuing. (c) If any Collateral Shortfall occurs and the Lender delivers a Collateral Shortfall Notice to the Pledgor, the Pledgor shall, by 11:00 a.m. on the third Exchange Day after receiving such Collateral Shortfall Notice, (i) prepay the Loan pursuant to Section 2.02(b) of any accrued the Loan Agreement and/or (ii) pledge and unpaid interestdeliver to the Lender Eligible Xxxx-to-Market Collateral, in an aggregate amount sufficient to make the Loan Value on such date, after giving effect to such prepayment and/or delivery (if any), less than or equal to 57.5% of the Collateral Value as of the close of business on the immediately preceding Exchange Day. (d) Concurrently with the execution hereof, the Shares shall have been credited to the Collateral Account. (e) If the Pledgor makes or causes to be made a Permitted Share Sale, the Pledgor may request the release to it, and Secured Party will promptly (and in any event within two (2) Business Days after receipt of such request but in no event earlier than one (1) Business Day after receipt of proceeds of such Permitted Share Sale) release from the Collateral Account, Cash in an amount equal to the excess, if any, of the proceeds resulting from a Permitted Share Sale over the Permitted Share Sale Repayment Amount required to be applied to reduce the outstanding principal amount of the Loan pursuant to Section 2.02(c)(i) or (ii) of the Loan Agreement; provided that the Secured Party shall not be obligated to release such proceeds on any day (x) to the extent that, after giving effect to such release, the Loan Value would equal or exceed 57.5% of the Collateral Value or (y) if a Default shall have occurred and be continuing. Notwithstanding anything to the contrary in this Section 3(e), there shall be no release of proceeds from the Collateral Account pursuant to this Section 3(e), if such release would result in a violation of any U.S. federal margin regulation or rule of any self-regulatory organization of which Secured Party is a member. (f) If on any day hereafter, the Pledgor makes a Permitted Share Sale pursuant to Section 6.11 of the Loan Agreement or otherwise herein and the proceeds of such Permitted Share Sale are received by the Secured Party for application pursuant to Section 2.02(c) of the Loan Agreement, the security interest created in this Agreement in favor of the Secured Party with respect to the portion of the Collateral disposed of in such Permitted Share Sale shall automatically, without any further action of the Secured Party, be released. (g) If at any time the Loan Value is less than 57.5% of the Collateral Value, the Pledgor may request the release to it, and Secured Party will promptly (and in any event within two (2) Business Days after receipt of such request), release that portion of the Eligible Xxxx-to-Market Collateral from the Collateral Account, so that after such release, the Loan Value does not exceed 57.5% of the Collateral Value; provided that the Secured Party shall not be obligated to release such Eligible Xxxx-to-Market Collateral on any day (x) to the extent that, after giving effect to such release, the Loan Value would equal or exceed 57.5% of the Collateral Value or (y) if a Default shall have occurred and be continuing. Notwithstanding anything to the contrary in this Section 3(g), there shall be no release of Eligible Xxxx-to-Market Collateral from the Collateral Account pursuant to this Section 3(g), to the extent such release would result in a violation of any U.S. federal margin regulation or rule of any self-regulatory organization of which Secured Party is a member. (h) Any delivery by the Pledgor of (x) securities as Collateral shall be effected (A) if any such securities are uncertificated securities as defined in the UCC, by causing the issuer to agree to act on the instructions of the Secured Party without further consent of the Pledgor pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, (B) if any such securities are evidenced by any certificates, by delivery to the Secured Party, accompanied by undated stock powers duly executed by the Pledgor in blank, or (C) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Custodian)intermediary, by the crediting of such shares securities or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities security entitlements with respect thereto to the Collateral Account together with execution and delivery of the Control Agreement (if requested by Secured Party) and (y) Cash as collateral shall be effected by delivery of such Cash to the Collateral Account; provided that if a security interest in any such Collateral would not be perfected through a delivery pursuant to clause (x) or (By) above, then by complying with such alternative delivery instructions as the Lender or Custodian Secured Party shall provide to the Pledgor in writing. (ei) Upon demand, but in no event no later than 10 Business Days after such demand, the The Pledgor shall pay to pay, indemnify and save the Lender Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (other than income taxes on the amount income of any taxes that the Lender Secured Party) which may be required payable or determined to pay by reason be payable with respect to any of the security interest granted herein Collateral or in connection with any of the transactions contemplated by this Security Agreement. Nothing in this Section 3(i) shall apply to free any Collateral liabilities arising out of or resulting from any other lien thereonthe Secured Party’s exercise of rights pursuant to Section 3(k) hereof. (fj) The Pledgor shall not create or otherwise permit the creation of any Lien on the Collateral, other than any Lien created pursuant to a Loan Document, and the Pledgor agrees to cause the release of any Lien prohibited by this Section 3(j). Nothing in this Section 3(j) shall apply to any Lien arising out of or resulting from the Secured Party’s exercise of rights pursuant to Section 3(k) hereof. (k) The Secured Party shall have the right to sell, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of or use in its business any Eligible Xxxx-to-Market Collateral held in or credited to the Collateral Account, free from any claim or right of any nature whatsoever by the Pledgor. For all purposes under this Agreement (including for determining the occurrence of a Collateral Shortfall and determining Distributions that would be remitted to the Pledgor), the Secured Party will be deemed to continue to hold such Eligible Xxxx-to-Market Collateral and to receive Distributions thereon, regardless of whether the Secured Party has exercised any rights under this Section 3(k). (l) At all times prior to the foreclosure disposition of any Shares Stock Collateral by the Lender Secured Party pursuant to Section 7 of this Agreement, and unless an Event of Default has occurred and is continuing6 hereof, the Borrower Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes in a manner that is not inconsistent with the express terms of this Agreement or any other Loan Document or any other instrument or agreement referred to therein; provided Document. The Pledgor agrees that the Borrower agrees that it Pledgor will not vote the Shares in any manner that is inconsistent with the express terms of this Agreement, any Loan Document or any other Loan Documentwould reasonably be expected to have a material adverse effect on the Secured Party’s interest in the Shares. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, (i) the Lender Secured Party shall have no voting rights with respect to the SharesStock Collateral, except to the extent that the Lender Secured Party buys any Shares in a sale or other disposition made pursuant to Section 7(b6(b) of and (ii) nothing contained in this Agreement. Unless Section 3(l) limits the Secured Party’s right to exercise the rights and remedies specified in Section 6 hereof, at any time that an Event of Default has occurred and is continuing. (m) Upon Secured Party’s request, Pledgor agrees to the extent the Lender has any proxies or other documents execute and writings in connection with the Collateral prior to the disposition of any Shares by the Lender pursuant to Section 7 of this Agreement, the Lender agrees that, upon the request of the Borrower, the Lender shall endeavor to deliver to the Borrower all such proxies and other documents and writings as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this a Control Agreement. (gn) Unless an Event of Default has occurred CGMI, in its capacity as Custodian and is continuing, “securities intermediary” within the Pledgor is entitled to sell, assign or otherwise dispose of all of part meaning of the Shares; provided that UCC, hereunder, makes the proceeds from such saleagreements set forth in Sections 1 and 13, assignment or disposition shall be applied to prepayment and the representations set forth in Section 4, of the Loan, in full, in accordance with the terms form of the NoteSecurities Account Control Agreement attached as Exhibit A hereto. (ho) The Pledgor agrees that, upon at least five (5) Business Days’ notice In lieu of any Distributions paid or deemed to the Pledgor, the Lender may request the designation of a successor custodian. Promptly, but have been paid with respect to any Eligible Xxxx-to-Market Collateral in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of Cash, such Cash shall accrue interest at the existing Control Agreement, executed by Interest Rate and the Pledgor, Secured Party will credit such amounts to the Lender and such successor custodianCollateral Account daily.

Collateral Maintenance and Administration. (a) The Shares shall have been credited Each Applicable Lender is entitled to withhold any Taxes required to be withheld by applicable Law, including but not limited to required withholding in the absence of proper tax documentation, on payments to, or proceeds and payments realized from, the Collateral. Subject to the Custodian by DTC and credited by terms of Section 2.08 of the Custodian to the Collateral Account. The Pledgor shall maintain the security interest created by this Agreement as a perfected first priority security interest and shall defend such security interest and priority against the claims and demands of all persons. (b) On and after the date hereofLoan Agreement, all dividends and other distributions on the Stock Collateral, including, without limitation, all cash and non-cash proceeds described in Section 2(c), shall be credited to the Collateral Account if any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of Default has occurred and is continuing, any dividends and other distributions on the Stock Collateral at the time credited to the Collateral Accounts may, promptly upon written request demand of the Pledgor to the any Applicable Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest). (d) Any delivery by the Pledgor of securities as Collateral shall be effected (A) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account or (B) by complying with such alternative delivery instructions as the Lender or Custodian shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor Grantor shall pay to the and indemnify such Applicable Lender against the amount of any taxes Taxes that the such Applicable Lender may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned or distribution with respect to the Collateral or (y) any proceeds or income from the sale, loan or other transfer of any Collateral) or to free any Collateral from any Lien thereon (other lien thereonthan Permitted Liens). For the avoidance of doubt, this provision does not apply to Excluded Taxes (for the avoidance of doubt, in the case of clause (a) of Excluded Taxes, other than any such Taxes that are with respect to Grantor’s income and in the case of clause (c) of Excluded Taxes, other than Taxes that result from Grantor’s FATCA status). Grantor shall provide Custodian with a fully executed IRS Form W-9 or applicable IRS Form W-8 (or any successors thereto) and any required attachments, (i) on or prior to the date hereof; (ii) promptly upon demand by Custodian; and (iii) promptly upon learning that any such form previously provided has become obsolete or incorrect. The parties agree that, prior to (and including upon) a foreclosure sale, the Collateral shall be treated as owned by the Grantor for U.S. and Luxembourg tax purposes. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of Custodian. (fb) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, Grantor shall be treated as the owner of its Collateral for U.S. Federal and state tax purposes. (c) At all times prior to the foreclosure sale or other disposition of any Relevant Collateral Shares by the Lender or other securities constituting Collateral pursuant to Section 7 of this Agreement9 hereof, and unless an Event of Default has occurred and is continuing, the Borrower Grantor shall have the right to exercise all voting, voting and consensual and other powers of ownership pertaining to the Stock such Collateral for all purposes not inconsistent with purposes. (d) Grantor shall cause Collateral to be posted to accounts designated by the terms relevant Applicable Lender (which shall initially be such Applicable Lender’s Collateral Account) on a Pro Rata Basis, as and when, and in the manner, required under the Loan Agreement. In the case of this Agreement Collateral Shares, Grantor shall cause such Collateral Shares to be (i)(x) transferred to Custodian through the facilities of The Depository Trust Company or any other Loan Document its successor (the “DTC”) or any other instrument or agreement referred to therein; provided that (y) registered in the Borrower agrees that it will not vote name of Custodian on the Shares in any manner that is inconsistent with share register maintained by the terms transfer agent of this AgreementCompany, or any other Loan Document. For the avoidance of doubtas applicable, unless an Event of Default has occurred and is continuing, the Lender shall have no voting rights with respect (ii) credited to the SharesCollateral Accounts, except to as and when, and in the extent that manner required, under the Lender buys any Shares in a sale or other disposition made pursuant to Section 7(b) of this Agreement. Unless an Event of Default has occurred and is continuing, to the extent the Lender has any proxies or other documents and writings in connection with the Collateral prior to the disposition of any Shares by the Lender pursuant to Section 7 of this Agreement, the Lender agrees that, upon the request of the Borrower, the Lender shall endeavor to deliver to the Borrower all such proxies and other documents and writings as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Loan Agreement. (ge) Unless an Event The Administrative Agent and each Applicable Lender agrees to provide directions to the Custodian under any Control Agreement to permit the release of Default has occurred Shares, Cash and is continuingCash Equivalents requested to be withdrawn by the Grantor in accordance with, and to the Pledgor is entitled to sellextent permitted by, assign or otherwise dispose of all of part Section 2.06(d) of the Shares; provided that the proceeds from such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, in accordance with the terms of the NoteLoan Agreement. (h) The Pledgor agrees that, upon at least five (5) Business Days’ notice to the Pledgor, the Lender may request the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Agreement, executed by the Pledgor, the Lender and such successor custodian.

Collateral Maintenance and Administration. (a) The Shares shall have been credited to the Custodian by DTC and credited by the Custodian to the Collateral Account. The Pledgor shall maintain the security interest created by this Agreement as a perfected first priority security interest and shall defend such security interest and priority against the claims and demands of all persons. (b) On and after the date hereof, all dividends and other distributions on the Stock Collateral, including, without limitation, all cash and non-cash proceeds described in Section 2(c), shall be credited to the Collateral Account if any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of Default has occurred and is continuing, any dividends and other distributions on the Stock Collateral at the time credited to the Collateral Accounts may, Promptly upon written request demand of the Pledgor to the LenderCollateral Agent, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest). (d) Any delivery by the Pledgor of securities as Collateral shall be effected (A) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account or (B) by complying with such alternative delivery instructions as the Lender or Custodian shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor shall pay to the Lender Collateral Agent the amount of any taxes Taxes that the Lender Collateral Agent may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes imposed on Collateral Agent in its capacity as a withholding agent and any Taxes with respect to (x) income earned with respect to the Collateral or (y) any proceeds or income from the sale, loan or other transfer of any Collateral) or to free any Collateral from any Lien thereon (other lien thereonthan Permitted Liens); provided, however, in each case (x) and (y) hereof, that the Pledgor shall not be liable for any Excluded Taxes. Pledgor shall indemnify and hold harmless Collateral Agent with respect to any Taxes to which this Section 3(a) applies. (fb) Unless an acceleration of the Total Accrued Loan Amount as permitted by Section 7.01 of the Margin Loan Agreement shall have occurred, Collateral Agent shall not have the right to rehypothecate, use, borrow, lend, pledge or sell the Collateral, except as permitted by the Margin Loan Documentation or with Xxxxxxx’s written consent. Upon the request of Collateral Agent, Pledgor shall furnish an accurate and complete Internal Revenue Service Form W-9 and any other tax form or certification required by Collateral Agent in order to comply with any Tax withholding or information reporting requirements. (c) At all times prior to the foreclosure sale of any Relevant Collateral Shares by the Lender pursuant to an exercise of remedies hereunder, subject to Section 7 6.11 of this the Margin Loan Agreement, and unless an Event of Default has occurred and is continuing, the Borrower Pledgor shall have the right be entitled to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreement or any other Loan Document or any other instrument or agreement referred to therein; provided that the Borrower agrees that it will not vote the Shares in any manner that is inconsistent with the terms of this Agreement, or any other Loan Document. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, the Lender shall have no voting rights with respect to the Relevant Collateral Shares, except including with respect to any matters (including a Merger Event) permitting or requiring a shareholder vote under the extent organizational documents of the Issuer or any applicable Law, but in each case, other than any matters imposing Transfer Restrictions (other than any Permitted Transfer Restrictions). (d) The parties hereto agree that the Lender buys any Shares in a sale or other disposition made pursuant to Section 7(b) of this Agreement. Unless an Event of Default has occurred and is continuing, to the extent the Lender has any proxies or other documents and writings in connection with the Collateral at all times prior to the disposition sale of any Shares by the Lender Collateral pursuant to Section 7 an exercise of this Agreementremedies hereunder, Pledgor shall be treated as the Lender agrees that, upon the request owner of the Borrower, the Lender shall endeavor to deliver to the Borrower all such proxies Collateral for U.S. Federal and other documents and writings as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Agreementstate tax purposes. (g) Unless an Event of Default has occurred and is continuing, the Pledgor is entitled to sell, assign or otherwise dispose of all of part of the Shares; provided that the proceeds from such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, in accordance with the terms of the Note. (h) The Pledgor agrees that, upon at least five (5) Business Days’ notice to the Pledgor, the Lender may request the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Agreement, executed by the Pledgor, the Lender and such successor custodian.

Collateral Maintenance and Administration. (a) The Shares On or before the date hereof, (i) the Restricted ADS shall have been registered in the name of the Custodian and a Control Agreement relating to the Restricted ADS substantially in the form of Exhibit A shall have been executed and delivered and (ii) the Unrestricted ADS shall have been credited to the Custodian by DTC Collateral Account and credited by the Custodian a Control Agreement relating to the Collateral Account. The Account substantially in the form of Exhibit A hereto shall have been executed and delivered. (i) On the date hereof the Pledgor shall maintain (A) cause entries to be made on the security interest register of charges of the Pledgor maintained pursuant to Section 162 of the BVI Business Companies Act, 2004 in relation to the charges in respect of the Collateral created by this Agreement as Agreement, (B) forward a perfected first priority security interest copy of such register to its registered agent to maintain with the Pledgor’s records, and shall defend (C) procure that the registered agent or some other duly authorised person of the Pledgor make application for any such security interest and priority against charge in respect of the claims and demands Collateral to be registered by the Registrar of all personsCorporate Affairs pursuant to Section 163(1) of the BVI Business Companies Act, 2004. (bii) On and after the date hereof, all dividends and other distributions on the Stock CollateralADS constituting Collateral or the associated Shares, including, without limitation, all cash and non-cash proceeds described in Section 2(c2(g), shall be credited to the Collateral Account if Account. If any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of and until a Default has occurred and is continuing, any dividends and other distributions on the Stock ADS constituting Collateral or the associated Shares at the time credited to the Collateral Accounts Account may, upon the written request of the Pledgor to the Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest)interest under the Loan Agreement upon request of the Pledgor to be provided to the Collateral Agent. (d) Any delivery by the Pledgor of securities as Collateral shall be effected (Ai) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Collateral Agent or the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account, (ii) in the case of Collateral consisting of Uncertificated ADS or other uncertificated securities, by the re-registration of such ADS or other securities into the name of the Custodian and crediting of such ADS or other securities by the Custodian to the Collateral Account (provided that the Restricted ADS may be subject to the provisions of Section 3(b) of a Control Agreement in the form of Exhibit A hereto rather than credited to the Collateral Account), (iii) in the case of cash, by wire transfer of immediately available funds to an account designated by the Collateral Agent (which shall initially be the Collateral Account), or (Biv) by complying with such alternative delivery instructions as the Lender or Custodian Collateral Agent shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor shall pay to the Lender Collateral Agent the amount of any taxes that the Lender Collateral Agent may be required to pay by reason of the security interest granted herein or to free any Collateral from any other lien Lien thereon. (f) The Collateral Agent shall have the right (subject to the limitations set forth below in Section 6(c)) to hedge, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of or use for hedging, financing or other related activities (including without limitation, pursuant to repurchase transactions), any Collateral (other than Restricted ADS) held in or credited to the Collateral Account, free from any claim or right of any nature whatsoever by the Pledgor; provided that, (i) over any consecutive 60-day period, the Collateral Agent may not lend or short sell more than [***] of the ADS constituting Collateral on the date hereof and (ii) any such use will not adversely affect the price of the ADS or the shares of the Company. The Collateral Agent will be deemed to continue to hold such Collateral and to receive Distributions thereon, for the benefit of the Secured Parties, regardless of whether the Collateral Agent has exercised any rights under this Section 3(f) (including for purposes of determining the occurrence of a Collateral Shortfall and determining Distributions that would be remitted to the Pledgor). (g) From time to time, Pledgor may instruct the Collateral Agent to sell ADS constituting Collateral for the purpose of making a voluntary prepayment of the Loans pursuant to and subject to the limitations set forth in Section 2.03(a) of the Loan Agreement, and upon such instruction, the Collateral Agent shall sell such ADS in any commercially reasonably manner specified in such instruction. All sale proceeds received with respect to the sale of such ADS shall be deposited in the Collateral Account, and the Pledgor shall have the right to instruct the Collateral Agent to withdraw all sale proceeds from the Collateral Account for deposit into the Agent Account for the purposes of paying any prepayment amount due and payable by Pledgor pursuant to Section 2.03(a) of the Loan Agreement in connection with such voluntary prepayment. (h) If at any time at least six (6) months after the Closing Date, the Pledgor makes or causes to make a voluntary prepayment pursuant to Section 2.03(a) of the Loan Agreement, the Pledgor may request the release to it and the Collateral Agent shall release from the Collateral Account a number of ADS equal to (x) the aggregate principal amount being voluntarily prepaid on such date divided by $142,000,000 multiplied by (y) the number of ADS credited to the Collateral Account immediately prior to such voluntary prepayment; provided that the individual ADS to be released shall be determined by the Collateral Agent in its sole discretion and; provided further that the Collateral Agent shall not be obligated to release such ADS if after giving effect to such voluntary prepayment (i) a Default or Event of Default would occur or (ii) the LTV Ratio would be higher than the Release LTV Ratio. (i) At all times prior to the foreclosure disposition of any Shares ADS by the Lender Collateral Agent pursuant to Section 7 of this Agreement, and unless an Event of Default has occurred and is continuing6 hereof, the Borrower Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to such ADS and the Stock Collateral associated Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement or any other Loan Document or any other instrument or agreement referred to thereinherein; provided that the Borrower Pledgor agrees that it the Pledgor will not vote the ADS or associated Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any such other Loan Documentinstrument or agreement or would reasonably be expected to have a material adverse effect on the value of the ADS or associated Shares or the Collateral Agent’s interest therein. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, the Lender Collateral Agent shall have no voting rights with respect to the ADS or associated Shares, except to the extent that the Lender Collateral Agent buys any Shares ADS in a sale or other disposition made pursuant to Section 7(b6(b). (j) of this Agreement. Unless an Event of Default has occurred and is continuing, to In the extent the Lender has any proxies or other documents and writings in connection with event the Collateral prior to the disposition of any Shares by the Lender Agent exercises its rights pursuant to Section 7 10.06(b) of this Agreementthe Loan Agreement to document an assignment of all or a portion of its rights and obligations under the Loan Agreement as a separate, parallel loan between the Pledgor and a new lender, the Lender agrees thatCollateral Agent shall have the right to transfer or cause to be transferred the number of ADS required to constitute collateral for such separate, upon the request of the Borrower, the Lender shall endeavor to deliver parallel loan to the Borrower all new lender in the manner as such proxies and other documents and writings as the Borrower may new lender shall reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Agreementrequest. (g) Unless an Event of Default has occurred and is continuing, the Pledgor is entitled to sell, assign or otherwise dispose of all of part of the Shares; provided that the proceeds from such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, in accordance with the terms of the Note. (h) The Pledgor agrees that, upon at least five (5) Business Days’ notice to the Pledgor, the Lender may request the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Agreement, executed by the Pledgor, the Lender and such successor custodian.

Collateral Maintenance and Administration. (a) The Shares On or before the date hereof, the Pledged ADS shall have been credited to the Custodian by DTC Collateral Account and credited by the Custodian a Control Agreement relating to the Collateral Account. The Account substantially in the form of Exhibit A hereto shall have been executed and delivered. (i) On the date hereof, the Pledgor shall maintain (A) cause entries to be made on the security interest register of charges of the Pledgor maintained pursuant to Section 162 of the BVI Business Companies Act, 2004 in relation to the charges in respect of the Collateral created by this Agreement as Agreement, (B) forward a perfected first priority security interest copy of such register to its registered agent to maintain with the Pledgor’s records, and shall defend (C) procure that the registered agent or some other duly authorised person of the Pledgor make application for any such security interest and priority against charge in respect of the claims and demands Collateral to be registered by the Registrar of all personsCorporate Affairs pursuant to Section 163(1) of the BVI Business Companies Act, 2004. (bii) On and after the date hereof, all dividends and other distributions on the Stock CollateralADS constituting Collateral or the associated Shares, including, without limitation, all cash and non-cash proceeds described in Section 2(c2(g), shall be credited to the Collateral Account if Account. If any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account. (c) Unless an Event of and until a Default has occurred and is continuing, any dividends and other distributions on the Stock ADS constituting Collateral or the associated Shares at the time credited to the Collateral Accounts Account may, upon the written request of the Pledgor to the Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest)interest under the Loan Agreement upon request of the Pledgor to be provided to the Collateral Agent. (d) Any delivery by the Pledgor of securities as Collateral shall be effected (Ai) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Collateral Agent or the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account Account, (ii) in the case of Collateral consisting of Uncertificated ADS or other uncertificated securities, by the re-registration of such ADS or other securities into the name of the Custodian and crediting of such ADS or other securities by the Custodian to the Collateral Account, (iii) in the case of cash, by wire transfer of immediately available funds to an account designated by the Collateral Agent (which shall initially be the Collateral Account), or (Biv) by complying with such alternative delivery instructions as the Lender or Custodian Collateral Agent shall provide to the Pledgor in writing. (e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor shall pay to the Lender Collateral Agent the amount of any taxes that the Lender Collateral Agent may be required to pay by reason of the security interest granted herein or to free any Collateral from any other lien Lien thereon. (f) The Collateral Agent shall have the right (subject to the limitations set forth below in Section 6(c)) to hedge, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of or use for hedging, financing or other related activities (including without limitation, pursuant to repurchase transactions), any Collateral (other than Restricted ADS) held in or credited to the Collateral Account, free from any claim or right of any nature whatsoever by the Pledgor; provided that, (i) over any consecutive 60-day period, the Collateral Agent may not lend or short sell more than [***]% of the ADS constituting Collateral on the date hereof and (ii) any such use will not adversely affect the price of the ADS or the shares of the Company. The Collateral Agent will be deemed to continue to hold such Collateral and to receive Distributions thereon, for the benefit of the Secured Parties, regardless of whether the Collateral Agent has exercised any rights under this Section 3(f) (including for purposes of determining the occurrence of a Collateral Shortfall and determining Distributions that would be remitted to the Pledgor). (g) From time to time, Pledgor may instruct the Collateral Agent to sell ADS constituting Collateral for the purpose of making a voluntary prepayment of the Loans pursuant to and subject to the limitations set forth in Section 2.03(a) of the Loan Agreement, and upon such instruction, the Collateral Agent shall sell such ADS in any commercially reasonably manner specified in such instruction. All sale proceeds received with respect to the sale of such ADS shall be deposited in the Collateral Account, and the Pledgor shall have the right to instruct the Collateral Agent to withdraw all sale proceeds from the Collateral Account for deposit into the Agent Account for the purposes of paying any prepayment amount due and payable by Pledgor pursuant to Section 2.03(a) of the Loan Agreement in connection with such voluntary prepayment. (h) If at any time at least six (6) months after the Closing Date, the Pledgor makes or causes to make a voluntary prepayment pursuant to Section 2.03(a) of the Loan Agreement, the Pledgor may request the release to it and the Collateral Agent shall release from the Collateral Account a number of ADS equal to (x) the aggregate principal amount being voluntarily prepaid on such date divided by $[***] multiplied by (y) the number of ADS credited to the Collateral Account immediately prior to such voluntary prepayment; provided that the individual ADS to be released shall be determined by the Collateral Agent in its sole discretion and; provided further that the Collateral Agent shall not be obligated to release such ADS if after giving effect to such voluntary prepayment (i) a Default or Event of Default would occur or (ii) the LTV Ratio would be higher than the Release LTV Ratio. (i) At all times prior to the foreclosure disposition of any Shares ADS by the Lender Collateral Agent pursuant to Section 7 of this Agreement, and unless an Event of Default has occurred and is continuing6 hereof, the Borrower Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to such ADS and the Stock Collateral associated Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Agreement or any other Loan Document or any other instrument or agreement referred to thereinherein; provided that the Borrower Pledgor agrees that it the Pledgor will not vote the ADS or associated Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any such other Loan Documentinstrument or agreement or would reasonably be expected to have a material adverse effect on the value of the ADS or associated Shares or the Collateral Agent’s interest therein. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, the Lender Collateral Agent shall have no voting rights with respect to the ADS or associated Shares, except to the extent that the Lender Collateral Agent buys any Shares ADS in a sale or other disposition made pursuant to Section 7(b) of this Agreement. Unless an Event of Default has occurred and is continuing, to the extent the Lender has any proxies or other documents and writings in connection with the Collateral prior to the disposition of any Shares by the Lender pursuant to Section 7 of this Agreement, the Lender agrees that, upon the request of the Borrower, the Lender shall endeavor to deliver to the Borrower all such proxies and other documents and writings as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting rights pertaining to the Stock Collateral, which the Borrower is entitled to exercise in accordance with Section 3(f) of this Agreement6(b). (g) Unless an Event of Default has occurred and is continuing, the Pledgor is entitled to sell, assign or otherwise dispose of all of part of the Shares; provided that the proceeds from such sale, assignment or disposition shall be applied to prepayment of the Loan, in full, in accordance with the terms of the Note. (h) The Pledgor agrees that, upon at least five (5) Business Days’ notice to the Pledgor, the Lender may request the designation of a successor custodian. Promptly, but in any event not later than five (5) Business Days’ following the receipt of such notice, the Lender shall appoint a successor custodian and shall transfer the Collateral to an account established with such successor custodian to be maintained and held thereby, with such appointment and custodianship being instrumented by a control agreement in substantially the form of the existing Control Agreement, executed by the Pledgor, the Lender and such successor custodian.