Common use of Consents, Waivers and Agreements Clause in Contracts

Consents, Waivers and Agreements. Each Grantor hereby (A) approves the terms and acknowledges receipt of a copy of this Agreement, (B) waives any rights or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent and (C) agrees promptly to note on its books and records the grant of the security interest to the Administrative Agent in the Equity Interests issued or owned by such Grantor. Subject to the provisions of Section 8.16, each Grantor consents to the execution and delivery of this Agreement, the security interests created hereby, all rights and remedies of the Administrative Agent provided herein (including all rights to sell, assign, transfer, exchange or otherwise transfer all or any part of the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to the Administrative Agent, its assignee or its designee as and to the extent such rights are provided in this Agreement) and absolutely subordinates any and all rights to a Lien on the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment or dividends or distributions declared on the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment to the rights of the Administrative Agent with respect to the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment hereunder. Subject to the provisions of Section 8.16, each Grantor hereby waives any and all provisions of its articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment which prohibit, restrict, limit or place conditions on the Administrative Agent’s rights and remedies hereunder or grant Grantor, in any capacity, a right of first refusal or similar right with respect to any of the Equity Interests pledged hereunder and, notwithstanding any provisions of the articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, the Subsidiary of any Grantor or Minority Investment, expressly agrees that it is bound to recognize the Administrative Agent’s security interest and other rights and interests in the Equity Interests pledged hereunder. Each Grantor agrees that it will comply with all instructions from the Administrative Agent with respect to transfers of all or any part of the Equity Interests issued by such Grantor, any other Grantor, the Subsidiary of any Grantor, or any Minority Investment, whether by sale or otherwise, without further consent from such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment, in each case, subject to the provisions of Section 8.16, and with all instructions from the Administrative Agent with respect to any modification to the articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any registered owner of any Minority Investment. Each Grantor confirms to the Administrative Agent that the execution and delivery of this Agreement does not cause such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to dissolve. Each Grantor acknowledges that, in providing the financial accommodations under the Credit Agreement, the Administrative Agent and the Lenders are relying on this Agreement and on the Grantors’ agreements herein. Should the Administrative Agent or any other Secured Party exercise its rights or remedies under this Agreement, each Grantor agrees to assist the Administrative Agent or such other Secured Party in such actions or exercise, including registering the Administrative Agent or such other Secured Party or its nominee as the owner of the Equity Interests pledged hereunder, and agrees that should the Administrative Agent or such other Secured Party or its nominee become the owner of any Equity Interests pledged hereunder, they shall be treated by each Grantor as the owner thereof for all purposes and rights under the operative documents governing such Equity Interests, subject, however, to the provisions of Section 8.16.

Consents, Waivers and Agreements. Each Grantor hereby (A) approves the terms and acknowledges receipt of a copy of this Agreement, (B) to the fullest extent it can do so in accordance with applicable Law, waives any rights or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent and (C) agrees promptly to note on its books and records the grant of the security interest to the Administrative Agent in the Equity Interests pledged hereunder and issued or owned by such Grantor. Subject to the provisions of Section 8.16, each Each Grantor consents to the execution and delivery of this Agreement, the security interests created hereby, all rights and remedies of the Administrative Agent provided herein (including all rights to sell, assign, transfer, exchange or otherwise transfer all or any part of the Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to the Administrative Agent, its assignee or its designee as and to the extent such rights are provided in this Agreement) and absolutely subordinates any and all rights to a Lien on the Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment or dividends or distributions declared on the Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment to the rights of the Administrative Agent with respect to the Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment hereunder. Subject to To the provisions of Section 8.16fullest extent it can do so in accordance with applicable Law, each Grantor hereby waives any and all provisions of its articles of incorporationOrganizational Documents, articles of formation, articles of organization, bylaws, other Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment which prohibit, restrict, limit or place conditions on the Administrative Agent’s rights and remedies hereunder or grant Grantor, in any capacity, a right of first refusal or similar right with respect to any of the Equity Interests pledged hereunder and, notwithstanding any provisions of the articles of incorporationOrganizational Documents, articles of formation, articles of organization, bylaws, other Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, the Subsidiary of any Grantor or Minority Investment, expressly agrees that it is bound to recognize the Administrative Agent’s security interest and other rights and interests in the Equity Interests pledged hereunder. Each Grantor agrees that it will comply with all instructions from the Administrative Agent with respect to transfers of all or any part of the Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, the Subsidiary of any Grantor, or any Minority Investment, whether by sale or otherwise, without further consent from such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment, in each case, subject to the provisions of Section 8.16, Investment and with all instructions from the Administrative Agent with respect to any modification to the articles of incorporationOrganizational Documents, articles of formation, articles of organization, bylaws, other Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any registered owner of any Minority Investment. Each Grantor confirms to the Administrative Agent that the execution and delivery of this Agreement does and will not cause such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to dissolve. Each Grantor acknowledges that, in providing the financial accommodations under the Amended and Restated Credit Agreement, the Administrative Agent and the Lenders are relying on this Agreement and on the Grantors’ agreements herein. Should the Administrative Agent or any other Secured Party exercise its rights or remedies under this Agreement, each Grantor agrees to assist the Administrative Agent or such other Secured Party in such actions or exercise, including registering the Administrative Agent or such other Secured Party or its nominee as the owner of the Equity Interests pledged hereunder, and agrees that should the Administrative Agent or such other Secured Party or its nominee become the owner of any Equity Interests pledged hereunder, they shall be treated by each Grantor as the owner thereof for all purposes and rights under the operative documents governing such Equity Interests, subject, however, to the provisions of Section 8.16.

Consents, Waivers and Agreements. Each Grantor hereby (A) approves the terms and acknowledges receipt of a copy of this Agreement, (B) waives any rights or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment in the name of the Administrative Agent CoBank or its nominee or the exercise of voting rights by the Administrative Agent CoBank and (C) agrees promptly to note on its books and records the grant of the security interest to the Administrative Agent CoBank in the Equity Interests issued or owned by such Grantor. Subject to the provisions of Section 8.16, each Each Grantor consents to the execution and delivery of this Agreement, the security interests created hereby, all rights and remedies of the Administrative Agent CoBank provided herein (including all rights to sell, assign, transfer, exchange or otherwise transfer all or any part of the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to the Administrative AgentCoBank, its assignee or its designee as and to the extent such rights are provided in this Agreement) and absolutely subordinates any and all rights to a Lien lien on the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment or dividends or distributions declared on the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment to the rights of the Administrative Agent CoBank with respect to the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment hereunder. Subject to the provisions of Section 8.16, each Each Grantor hereby waives any and all provisions of its articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment which prohibit, restrict, limit or place conditions on the Administrative AgentCoBank’s rights and remedies hereunder or grant Grantor, in any capacity, a right of first refusal or similar right with respect to any of the Equity Interests pledged hereunder and, notwithstanding any provisions of the articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, the Subsidiary of any Grantor or Minority Investment, expressly agrees that it is bound to recognize the Administrative AgentCoBank’s security interest and other rights and interests in the Equity Interests pledged hereunder. Each Grantor agrees that it will comply with all instructions from the Administrative Agent CoBank with respect to transfers of all or any part of the Equity Interests issued by such Grantor, any other Grantor, the Subsidiary of any Grantor, or any Minority Investment, whether by sale or otherwise, without further consent from such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment, in each case, subject to the provisions of Section 8.16, Investment and with all instructions from the Administrative Agent CoBank with respect to any modification to the articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any registered owner of any Minority Investment. Each Grantor confirms to the Administrative Agent CoBank that the execution and delivery of this Agreement does not cause such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to dissolve. Each Grantor acknowledges that, in providing the financial accommodations under the Credit Loan Agreement, the Administrative Agent and the Lenders are CoBank is relying on this Agreement and on the Grantors’ agreements herein. Should the Administrative Agent or any other Secured Party CoBank exercise its rights or remedies under this Agreement, each Grantor agrees to assist the Administrative Agent or such other Secured Party CoBank in such actions or exercise, including registering the Administrative Agent or such other Secured Party CoBank or its nominee as the owner of the Equity Interests pledged hereunder, and agrees that should the Administrative Agent or such other Secured Party CoBank or its nominee become the owner of any Equity Interests pledged hereunder, they shall be treated by each Grantor as the owner thereof for all purposes and rights under the operative documents governing such Equity Interests. Amended and Restated Pledge and Security Agreement/New Ulm Telecom, subject, however, to the provisions of Section 8.16.Inc. Loan No. RX0583

Consents, Waivers and Agreements. Each Grantor (a) The Administrative Agent and the Lenders hereby consent to the Borrower, either directly or through one or more Subsidiaries (Aeach of which is a Guarantor except as specifically excepted in this Agreement), consummating the Proposed Acquisition, and waive any Default or Event of Default under the Credit Agreement and the other Loan Documents that would otherwise occur as a result of, and immediately upon the consummation of, the Proposed Acquisition, including without limitation a violation of Section 7.14 of the Credit Agreement, provided that: (i) approves the terms and acknowledges receipt of Proposed Acquisition is consummated in accordance with the APA, a copy of this Agreementwhich is attached hereto as Exhibit B, (B) waives any rights without waiver or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration delay of any Equity Interests issued by such Grantor, condition precedent thereto in any other Grantor, any Subsidiary of any Grantor or any Minority Investment in the name of material respect (unless the Administrative Agent is given notice of and approves such material waiver or delay in its nominee sole discretion), and without modification or the exercise of voting rights by the Administrative Agent and (C) agrees promptly to note on its books and records the grant amendment of the security interest APA in any material respect since the date of execution thereof except to the extent such amendment or modification is expressly set forth in the Confirmation Order and is satisfactory to the Administrative Agent in its sole discretion; (ii) the Equity Interests issued or owned principal amount outstanding under the DIP Loan Agreement (as defined in the APA), which amount is required to be retired by such Grantor. Subject the Borrower pursuant to the provisions of Section 8.16, each Grantor consents to the execution and delivery of this Agreement, the security interests created hereby, all rights and remedies 3.1(i)(b) of the Administrative Agent APA, shall not exceed $84,100,000, provided herein that the parties agree that such maximum principal amount shall not include (including all rights to sell, assign, transfer, exchange or otherwise transfer all or x) any part of the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to the Administrative Agent, its assignee or its designee as interest due and to the extent such rights are provided in this Agreement) and absolutely subordinates any and all rights to a Lien on the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment or dividends or distributions declared on the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment to the rights of the Administrative Agent payable with respect to such principal amount outstanding under the Equity Interests issued by such GrantorDIP Loan Agreement, any other Grantor, any Subsidiary even if classified as additional principal as a result of any Grantor, or any Minority Investment hereunder. Subject to a default under the provisions of Section 8.16, each Grantor hereby waives any and all provisions of its articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment which prohibit, restrict, limit or place conditions on the Administrative Agent’s rights and remedies hereunder or grant Grantor, in any capacity, a right of first refusal or similar right with respect to any of the Equity Interests pledged hereunder and, notwithstanding any provisions of the articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, the Subsidiary of any Grantor or Minority Investment, expressly agrees that it is bound to recognize the Administrative Agent’s security interest and other rights and interests in the Equity Interests pledged hereunder. Each Grantor agrees that it will comply with all instructions from the Administrative Agent with respect to transfers of all or any part of the Equity Interests issued by such Grantor, any other Grantor, the Subsidiary of any Grantor, or any Minority Investment, whether by sale DIP Loan Agreement or otherwise, without further consent from such Grantor(y) any amount due by the Borrower or one of its Subsidiaries pursuant to the APA or the Plan in connection with the Interest Rate Swap Agreement (as defined in the Plan), any other Grantor, or (z) amounts constituting attorneys or bank fees and related fees to be paid in connection with the payment of the outstanding principal amount of the DIP Loan Agreement; (iii) the portion of the purchase price defined as "Additional Consideration" in the APA shall not be paid by the Borrower or any Subsidiary in cash unless (A) after making such cash payment, the Aggregate Revolving Credit Commitments exceeds the aggregate Outstanding Amount of any Grantor or any Minority Investmentall Revolving Loans, in each case, subject to the provisions of Section 8.16Swing Line Loans and L/C Obligations by not less than $20,000,000, and with all instructions from (B) no Default or Event of Default exists, either before or after the Administrative Agent with respect to any modification to the articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document making of such Grantorpayment; (iv) the Confirmation Order approving the Plan and the APA has been entered as a Final Order (as defined in the APA), any and demonstrates that the assets acquired in the Proposed Acquisition are acquired by the Borrower and/or its Subsidiaries free and clear of all Liens (other Grantor, any Subsidiary of any Grantor, or any registered owner of any Minority Investment. Each Grantor confirms than those Liens defined as "Permitted Liens" in the APA); and (v) the Borrower has delivered to the Administrative Agent a copy of the Confirmation Order together with a certificate of the Secretary or Assistant Secretary of the Borrower stating that (A) such copy of the execution Confirmation Order is a true and delivery correct copy, (B) such Confirmation Order is a Final Order and satisfies the condition precedent set forth in Section 4.3.2 of this Agreement does not cause such Grantorthe APA, and (C) all conditions precedent to the effectiveness of the APA and the Plan have been satisfied in full without waiver or delay thereof in any other Grantormaterial respect, any Subsidiary of any Grantor or any Minority Investment to dissolve. Each Grantor acknowledges that, in providing the financial accommodations under the Credit Agreement, unless the Administrative Agent and the Lenders are relying on this Agreement and on the Grantors’ agreements herein. Should the Administrative Agent has approved such material waiver or any other Secured Party exercise delay in its rights or remedies under this Agreement, each Grantor agrees to assist the Administrative Agent or such other Secured Party in such actions or exercise, including registering the Administrative Agent or such other Secured Party or its nominee as the owner of the Equity Interests pledged hereunder, and agrees that should the Administrative Agent or such other Secured Party or its nominee become the owner of any Equity Interests pledged hereunder, they shall be treated by each Grantor as the owner thereof for all purposes and rights under the operative documents governing such Equity Interests, subject, however, to the provisions of Section 8.16sole discretion.

Consents, Waivers and Agreements. Each Grantor hereby (A) approves the terms and acknowledges receipt of a copy of this Agreement, (B) waives any rights or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment in the name of the Administrative Agent CoBank or its nominee or the exercise of voting rights by the Administrative Agent CoBank and (C) agrees promptly to note on its books and records the grant of the security interest to the Administrative Agent CoBank in the Equity Interests issued or owned by such Grantor. Subject to the provisions of Section 8.16, each Each Grantor consents to the execution and delivery of this Agreement, the security interests created hereby, all rights and remedies of the Administrative Agent CoBank provided herein (including all rights to sell, assign, transfer, exchange or otherwise transfer all or any part of the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to the Administrative AgentCoBank, its assignee or its designee as and to the extent such rights are provided in this Agreement) and absolutely subordinates any and all rights to a Lien lien on the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment or dividends or distributions declared on the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment to the rights of the Administrative Agent CoBank with respect to the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment hereunder. Subject to the provisions of Section 8.16, each Each Grantor hereby waives any and all provisions of its articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment which prohibit, restrict, limit or place conditions on the Administrative AgentCoBank’s rights and remedies hereunder or grant Grantor, in any capacity, a right of first refusal or similar right with respect to any of the Equity Interests pledged hereunder and, notwithstanding any provisions of the articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, the Subsidiary of any Grantor or Minority Investment, expressly agrees that it is bound to recognize the Administrative AgentCoBank’s security interest and other rights and interests in the Equity Interests pledged hereunder. Each Grantor agrees that it will comply with all instructions from the Administrative Agent CoBank with respect to transfers of all or any part of the Equity Interests issued by such Grantor, any other Grantor, the Subsidiary of any Grantor, or any Minority Investment, whether by sale or otherwise, without further consent from such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment, in each case, subject to the provisions of Section 8.16, Investment and with all instructions from the Administrative Agent CoBank with respect to any modification to the articles of incorporation, articles of formation, articles of organization, bylaws, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any registered owner of any Minority Investment. Each Grantor confirms to the Administrative Agent CoBank that the execution and delivery of this Agreement does not cause such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to dissolve. Each Grantor acknowledges that, in providing the financial accommodations under the Credit Loan Agreement, the Administrative Agent and the Lenders are CoBank is relying on this Agreement and on the Grantors’ agreements herein. Should the Administrative Agent or any other Secured Party CoBank exercise its rights or remedies under this Agreement, each Grantor agrees to assist the Administrative Agent or such other Secured Party CoBank in such actions or exercise, including registering the Administrative Agent or such other Secured Party CoBank or its nominee as the owner of the Equity Interests pledged hereunder, and agrees that should the Administrative Agent or such other Secured Party CoBank or its nominee become the owner of any Equity Interests pledged hereunder, they shall be treated by each Grantor as the owner thereof for all purposes and rights under the operative documents governing such Equity Interests, subject, however, to the provisions of Section 8.16.

Consents, Waivers and Agreements. Each Grantor hereby (A) approves the terms and acknowledges receipt of a copy of this Agreement, (B) to the fullest extent it can do so in accordance with applicable Law, waives any rights or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent and (C) agrees promptly to note on its books and records the grant of the security interest to the Administrative Agent in the Equity Interests pledged hereunder and issued or owned by such Grantor. Subject to the provisions of Section 8.16, each Each Grantor consents to the execution and delivery of this Agreement, the security interests created hereby, all rights and remedies of the Administrative Agent provided herein (including all rights to sell, assign, transfer, exchange or otherwise transfer all or any part of the Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to the Administrative Agent, its assignee or its designee as and to the extent such rights are provided in this Agreement) and absolutely subordinates any and all rights to a Lien on the Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment or dividends or distributions declared on the Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment to the rights of the Administrative Agent with respect to the Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment hereunder. Subject to To the provisions of Section 8.16fullest extent it can do so in accordance with applicable Law, each Grantor hereby waives any and all provisions of its articles of incorporationOrganizational Documents, articles of formation, articles of organization, bylaws, other Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment which prohibit, restrict, limit or place conditions on the Administrative Agent’s rights and remedies hereunder or grant Grantor, in any capacity, a right of first refusal or similar right with respect to any of the Equity Interests pledged hereunder and, notwithstanding any provisions of the articles of incorporationOrganizational Documents, articles of formation, articles of organization, bylaws, other Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, the Subsidiary of any Grantor or Minority Investment, expressly agrees that it is bound to recognize the Administrative Agent’s security interest and other rights and interests in the Equity Interests pledged hereunder. Each Grantor agrees that it will comply with all instructions from the Administrative Agent with respect to transfers of all or any part of the Equity Interests pledged hereunder and issued by such Grantor, any other Grantor, the Subsidiary of any Grantor, or any Minority Investment, whether by sale or otherwise, without further consent from such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment, in each case, subject to the provisions of Section 8.16, Investment and with all instructions from the Administrative Agent with respect to any modification to the articles of incorporationOrganizational Documents, articles of formation, articles of organization, bylaws, other Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any registered owner of any Minority Investment. Each Grantor confirms to the Administrative Agent that the execution and delivery of this Agreement does and will not cause such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to dissolve. Each Grantor acknowledges that, in providing the financial accommodations under the Credit Agreement, the Administrative Agent and the Lenders are relying on this Agreement and on the Grantors’ agreements herein. Should the Administrative Agent or any other Secured Party exercise its rights or remedies under this Agreement, each Grantor agrees to assist the Administrative Agent or such other Secured Party in such actions or exercise, including registering the Administrative Agent or such other Secured Party or its nominee as the owner of the Equity Interests pledged hereunder, and agrees that should the Administrative Agent or such other Secured Party or its nominee become the owner of any Equity Interests pledged hereunder, they shall be treated by each Grantor as the owner thereof for all purposes and rights under the operative documents governing such Equity Interests, subject, however, to the provisions of Section 8.16.

Consents, Waivers and Agreements. Each Grantor hereby (A) approves the terms and acknowledges receipt of a copy of this Agreement, (B) waives any rights or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent and (C) agrees promptly to note on its books and records the grant of the security interest to the Administrative Agent in the Equity Interests issued or owned by such Grantor. Subject to the provisions of Section 8.16, each Each Grantor consents to the execution and delivery of this Agreement, the security interests created hereby, all rights and remedies of the Administrative Agent provided herein (including all rights to sell, assign, transfer, exchange or otherwise transfer all or any part of the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to the Administrative Agent, its assignee or its designee as and to the extent such rights are provided in this Agreement) and absolutely subordinates any and all rights to a Lien on the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment or dividends or distributions declared on the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment to the rights of the Administrative Agent with respect to the Equity Interests issued by such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment hereunder. Subject to the provisions of Section 8.16, each Each Grantor hereby waives any and all provisions of its articles of incorporation, articles of formation, articles of organization, bylawsOrganizational Documents, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any Minority Investment which that prohibit, restrict, limit or place conditions on the Administrative Agent’s rights and remedies hereunder or grant Grantor, in any capacity, a right of first refusal or similar right with respect to any of the Equity Interests pledged hereunder and, notwithstanding any provisions of the articles of incorporation, articles of formation, articles of organization, bylawsOrganizational Documents, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, the Subsidiary of any Grantor or Minority Investment, expressly agrees that it is bound to recognize the Administrative Agent’s security interest and other rights and interests in the Equity Interests pledged hereunder. Each Grantor agrees that it will comply with all instructions from the Administrative Agent with respect to transfers of all or any part of the Equity Interests issued by such Grantor, any other Grantor, the Subsidiary of any Grantor, or any Minority Investment, whether by sale or otherwise, without further consent from such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment, in each case, subject to the provisions of Section 8.16, Investment and with all instructions from the Administrative Agent with respect to any modification to the articles of incorporation, articles of formation, articles of organization, bylawsOrganizational Documents, Investment Agreements or similar organic or governing document of such Grantor, any other Grantor, any Subsidiary of any Grantor, or any registered owner of any Minority Investment. Each Grantor confirms to the Administrative Agent that the execution and delivery of this Agreement does not cause such Grantor, any other Grantor, any Subsidiary of any Grantor or any Minority Investment to dissolve. Each Grantor acknowledges that, in providing the financial accommodations under the Credit Agreement, the Administrative Agent and the Lenders are relying on this Agreement and on the Grantors’ agreements herein. Should the Administrative Agent or any other Secured Party exercise its rights or remedies under this Agreement, each Grantor agrees to assist the Administrative Agent or such other Secured Party in such actions or exercise, including registering the Administrative Agent or such other Secured Party or its nominee as the owner of the Equity Interests pledged hereunder, and agrees that should the Administrative Agent or such other Secured Party or its nominee become the owner of any Equity Interests pledged hereunder, they shall be treated by each Grantor as the owner thereof for all purposes and rights under the operative documents governing such Equity Interests, subject, however, to the provisions of Section 8.16.