Common use of Covenants and Agreements Clause in Contracts

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Property: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. (i) Each Grantor hereby covenants and agrees that to the extent if at any of the Collateral includes any Investment Related Property: (i) in the event it acquires rights in any such Investment Related Property time on or after the date hereof, it shall acquire any Owned Real Property, then it shall, at its own cost and expense, promptly (A) notify the Collateral Agent thereof in writing and (B) execute and deliver to the Collateral Agent (1) counterparts of a completed Pledge SupplementMortgage with respect to such Owned Real Property, signed on behalf of the record owner of such Owned Real Property, (2) a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on such Owned Real Property described therein, free of any other Liens other than Permitted Liens, in form and substance reasonably acceptable to the Applicable Representative, together with such endorsements, coinsurance and reinsurance as the Applicable Representative or the Majority Creditors may reasonably request, (3) such surveys as may be required pursuant to such Mortgages or as the Applicable Representative or the Majority Creditors may reasonably request, (4) a copy of the original permanent certificate or temporary certificate of occupancy as the same may have been amended or issued from time to time, covering each improvement located upon such Real Property that were required to have been issued by the appropriate Governmental Authority for such improvement, (5) written confirmation from the applicable zoning commission or other appropriate Governmental Authority stating that, with respect to Real Property as built, it complies with existing land use and zoning ordinances, regulations and restrictions applicable to such Real Property, (6) a copy of a phase I environmental report issued for each such Real Property, each such report to be satisfactory to the Applicable Representative, (7) a Mortgage Opinion of Counsel and (8) such other customary documentation with respect to the Mortgages and the Real Property, including copies of all appraisals issued with respect thereto, as the Applicable Representative or the Majority Creditors may reasonably request. (ii) Each Grantor agrees that no later than 90 days after the date hereof, it will use commercially reasonable efforts to deliver to the Collateral Agent, a Mortgage with respect to each Leased Real Property listed on Schedule 3.9(a)(ii)(D), together with a landlord's consent thereto substantially in the form of Exhibit A attached heretoD, together a recorded memorandum of lease and such other customary documentation with all Supplements to Schedules theretorespect thereto as the Collateral Agent, reflecting such new Investment Related Property acting at the direction of the Applicable Representative may reasonably request. In addition, each Grantor hereby covenants and all other such Investment Related Property. Notwithstanding agrees that if at any time on or after the foregoingdate hereof, it is understood shall become the lessee with respect to any Leased Real Property which, if terminated, could reasonably be expected to result in a Material Adverse Effect, then it shall, at its own cost and agreed that the security interest of expense, promptly (A) notify the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein thereof in writing and shall not be affected by the failure of any Grantor (B) use commercially reasonable efforts to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) , a Mortgage thereon together with a landlord's consent thereto substantially in the form of Exhibit D, a recorded memorandum of lease, a Mortgage Opinion of Counsel and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long customary documentation with respect thereto as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent, acting at the direction of the Applicable Representative may reasonably request.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Property:5.1 Given by Acquiror (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in until the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control expiry of the Collateral Agent over such Investment Related Property (Due Diligence Period, permit representatives of BYND, Fundingco, Cannasoft and the BYND Shareholders full access during normal business hours to Acquiror’s documents including, without limitation, delivery thereof all of the assets, contracts, financial records and minute books of Acquiror, so as to permit such investigation of Acquiror as BYND and Fundingco deem reasonably necessary; (b) use its reasonable commercial efforts to obtain, in a timely manner, all necessary Acquiror shareholder approvals (if deemed necessary) and Regulatory and Third Party Approvals for the transactions contemplated hereunder which the Acquiror is required to obtain, and if shareholder approval is sought, to have insiders of Acquiror enter into voting agreements with BYND whereby such insiders agree to vote their shares in favour of the transactions contemplated hereunder; (c) use commercially reasonable efforts to approve and adopt the Resulting Issuer Option Plan in accordance with Exchange requirements, including if applicable, obtaining shareholder approval; (d) as soon as practicable after the Effective Date, file the preliminary NOP in British Columbia and such other jurisdictions (if any) as the parties may agree for the purposes of: (i) qualifying the issuance of the Resulting Issuer Shares upon the conversion of the Acquiror Special Warrants; (ii) qualifying the issuance of the Resulting Issuer Shares upon the conversion of the Fundingco Seed Financing Special Warrants; (iii) qualifying the issuance of the Resulting Issuer Shares upon the conversion of the Fundingco Secondary Financing Special Warrants; (iv) qualifying, to the Collateral Agentextent possible, all previously issued shares of the Acquiror; (v) becoming a reporting issuer in those jurisdictions; and pending (vi) satisfying an anticipated condition to the Resulting Issuer listing on the CSE; (e) co-operate with Fundingco, in Fundingco’s efforts to complete the Fundingco Secondary Financing such that the closing of the Fundingco Secondary Financing will occur prior to or concurrently with the Closing; (f) use its reasonable commercial efforts to obtain Exchange approval to list the common shares of the Resulting Issuer for trading on the Exchange; (g) not take any action which would reasonably be expected to result in the Exchange refusing to list its common shares for trading; (h) use its reasonable commercial efforts to ensure that any escrow conditions required by the Exchange on the Resulting Issuer Consideration Shares or the Resulting Issuer Shares issued upon conversion of the Fundingco Seed Financing Special Warrants or the Fundingco Secondary Financing Special Warrants is the least restrictive as possible in the circumstances; (i) not carry on any business or activity except as may be necessary for the Acquiror to complete the Acquisitions as contemplated herein and except where to do so would not material adversely affect the completion of the transactions under this Agreement; (j) not issue any securities and not enter into any agreement or understanding with any other party other to issue any securities, without the prior written consent of BYND and Fundingco, such action such Grantor consent not to be unreasonably withheld; (k) not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any person (other than BYND, Fundingco, Cannasoft and the BYND Shareholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (l) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 7.1 and 7.2 and to close the Acquisitions and related transactions; (m) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of Acquiror contained herein shall be deemed true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to hold the extent that such dividendsrepresentations and warranties require modification to give effect to the transactions contemplated herein; (n) use its commercially reasonable efforts to obtain all consents, interestapprovals, distributionsPermits, authorizations or filings as may be required under applicable corporate laws, securities or other property in trust laws, the rules and policies of the Exchange and the constating documents of Acquiror for the benefit performance by Acquiror of its obligations under this Agreement prior to the Closing; (o) notify BYND, Fundingco and Cannasoft immediately upon becoming aware that any of the Collateral Agent representations or warranties of it contained herein are no longer true and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalcorrect in any material respect; and (iiip) ensure that Acquiror complies in all respects with the foregoing covenants of this Agreement. 5.2 Given by BYND, Fundingco and the BYND Shareholders (a) until expiry of the Due Diligence Period, permit representatives of Acquiror, at their own cost, full access during normal business hours to each Grantor consents of BYND’s, Fundingco’s and Cannasoft’s documents including, without limitation, all of the assets, contracts, financial records and minute books of BYND, Fundingco and Cannasoft, so as to permit Acquiror to make such investigation of BYND, Fundingco and Cannasoft as Acquiror deems necessary; (b) use commercially reasonable efforts to complete any steps required in Israel and any other jurisdiction which they may be subject to complete the Acquisitions and the corollary transactions; (c) prepare the NOP together with any other documents required by Applicable Law in connection therewith as promptly as reasonably practicable following execution of this Agreement; (d) provide to Acquiror all such further documents, instruments and materials and do all such acts and things as may be reasonably required by Acquiror to seek the Regulatory and Third Party Approvals, including, without limiting the foregoing, providing all relevant information concerning it and its Business operations and financial statements for inclusion in the NOP, or any amendments or supplements to the grant NOP; (e) preserve and protect the goodwill, assets, Business and undertaking of BYND, Fundingco and Cannasoft; (f) use its commercially reasonable efforts to obtain all required third party consents, assignments or waivers and amendments or terminations to any instrument or agreement and take such other measures as may be necessary to fulfil its obligations hereunder and to carry out the transactions contemplated by each this Agreement, including obtaining any shareholder approvals, consents or agreements, to be able to complete the Acquisitions, on Closing, as contemplated herein; (g) use commercially reasonable efforts to complete the Fundingco Secondary Financing such that the closing of the Fundingco Secondary Financing will occur on or prior to the Time of Closing; (h) co-operate with Acquiror, in Acquiror’s efforts to obtain all required Regulatory and Third Party Approvals; (i) carry on the Business of BYND, Fundingco and Cannasoft, as the case may be, in the ordinary course in a reasonable and prudent manner and as otherwise contemplated by this Agreement; (j) except as set out in this Agreement, not enter into any agreement or understanding with any other Grantor party to issue any securities of a Security Interest BYND, Fundingco or Cannasoft without the prior written consent of Acquiror, such consent not to be unreasonably withheld; (k) not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any person (other than Acquiror), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of BYND, Fundingco or Cannasoft; (l) make other necessary filings and applications under applicable, foreign, federal and provincial laws and regulations required on the part of it in connection with the transactions contemplated herein; (m) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange and the constating documents of BYND, Fundinco and of Cannasoft for the performance of their respective obligations under this Agreement prior to the Time of Closing; (n) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 7.1 and 7.3 and to close the Acquisitions and related transactions by the Closing Date; (o) use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of it contained herein shall be true and correct in all such Investment Related Property material respects on and as of the Closing Date as if made on the Closing Date, except to the Collateral Agentextent that such representations and warranties require modification to give effect to the transactions contemplated herein; (p) notify Acquiror immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (q) ensure that it complies in all respects with the foregoing covenants of this Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in except for the event it acquires rights in any such Investment Related Property after the date hereofsecurity interest created by this Agreement, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein; (ii) it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral if such violation could reasonably be expected to have a Material Adverse Effect; (iii) it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Priority Lien Collateral Trustee in writing, by executing and delivering to the Priority Lien Collateral Agent Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting at least fifteen (15) days prior to any such change or establishment, identifying such new Investment Related Property proposed name, identity, corporate structure, sole place of business, chief executive office or jurisdiction of organization or trade name and providing such other information in connection therewith as the Priority Lien Collateral Trustee may reasonably request and (b) taken all other such Investment Related Property. Notwithstanding actions necessary or advisable to maintain the foregoingcontinuous validity, it is understood perfection and the same or better priority of the Priority Lien Collateral Trustee’s security interest in the Collateral intended to be granted and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (iiiv) if the Priority Lien Collateral Trustee or any other Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, it shall use such value for such purposes and such Grantor further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be paid in the chronological order such Grantor acquired rights therein; (v) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith and as otherwise provided in the next sentencePriority Lien Documents; provided, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all stepsin any event pay such taxes, if anyassessments, necessary charges, levies or advisable claims not later than five (5) days prior to ensure the validitydate of any proposed sale under any judgment, perfection, priority and, if applicable, control writ or warrant of attachment entered or filed against such Grantor or any of the Collateral Agent over as a result of the failure to make such Investment Related Property payment; (vi) upon such Grantor or any Senior Officer of such Grantor obtaining actual knowledge thereof, it shall promptly notify the Priority Lien Collateral Trustee in writing of any event that would reasonably be expected to have a Material Adverse Effect on the value of the Collateral or any material portion thereof, the ability of any Grantor or the Priority Lien Collateral Trustee to dispose of the Collateral or any material portion thereof, or the rights and remedies of the Priority Lien Collateral Trustee in relation thereto, including, without limitation, delivery thereof to the levy of any legal process against the Collateral Agentor any portion thereof; (vii) and pending it shall not take or permit any such action such Grantor shall which would reasonably be deemed expected to hold such dividends, interest, distributions, securities or other property materially impair the Priority Lien Collateral Trustee’s rights in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalCollateral; and (iiiviii) it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as otherwise permitted in accordance with each Grantor consents to of the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentPriority Lien Documents.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby A deviation from the provisions of this Article IV shall not constitute a default under this Security Agreement if such deviation is consented to in writing by Secured Party. Without the prior written consent of Secured Party, Debtor will at all times comply with the covenants contained in this Article IV, from the date hereof and agrees for so long as any part of the Secured Obligations is outstanding. Debtor recognizes that one or more financing statements pertaining to the extent Collateral provided by Debtor will be filed in one or more filing offices. Debtor will promptly notify Secured Party of any condition or event that may change the proper location for the filing of any financing statements or other public notice or recordings for the purpose of perfecting a security interest in the Collateral. Without limiting the generality of the Collateral includes foregoing, Debtor will (a) promptly notify Secured Party of any Investment Related Property: change (i) in the event it acquires rights in any location of the office where such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially Debtor keeps its records concerning its Accounts or (ii) in the form “location” of Exhibit A attached heretosuch Debtor within the meaning set forth in the Code or the jurisdiction in which Debtor is incorporated, together with all Supplements organized or formed; (b) prior to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest any of the Collateral Agent shall attach provided by Debtor becoming so related to all any particular real estate so as to become a fixture on such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencereal estate, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control notify Secured Party of the Collateral Agent over description of such Investment Related Property (includingreal estate and the name of the record owner thereof, without limitation, delivery thereof to the Collateral Agent) and pending any extent such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities real estate is not already encumbered in favor or other property in trust for the benefit of Secured Party to secure the Collateral Agent Secured Obligations; and shall segregate such dividends(c) promptly notify Secured Party of any change in Debtor’s name, distributionsidentity or structure. In any notice furnished pursuant to this paragraph, Securities Debtor will expressly state that the notice is required by this Security Agreement and contains facts that will or may require additional filings of financing statements or other property from all other property notices for the purpose of continuing perfection of Secured Party’s security interest in the Collateral. Further, Debtor authorizes Secured Party to file, at the expense of such Grantor. Notwithstanding the foregoingDebtor, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer any and all scheduled payments financing statements, pursuant to Article 9 of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Code, as Secured Party deems necessary, in its sole discretion, in conjunction with this Security Interest in all such Investment Related Property to the Collateral AgentAgreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertyas follows: (i) Each Grantor hereby agrees that all certificates or instruments representing or evidencing Investment-Related Property acquired by such Grantor after the Applicable Date shall be delivered to the Administrative Agent at the time required by the Credit Agreement. All certificated Investment-Related Property shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent. (ii) Each Grantor agrees that it will not establish or maintain, or permit any other Grantor to establish or maintain, any Securities Account or commodities account that is not a Blocked Account. (iii) Each Grantor hereby agrees that if any Investment-Related Property (other than Investment-Related Property held in a Securities Account) is at any time not evidenced by certificates of ownership, then it shall (A) cause the issuer thereof to execute and deliver to the Administrative Agent an Issuer’s Acknowledgment of the pledge, (B) if necessary to perfect a security interest in such Investment-Related Property, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Investment-Related Property under the terms hereof and (C) after the occurrence and during the continuance of any Event of Default, upon request by the Administrative Agent, (1) cause the Organizational Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Investment-Related Property shall be treated as “securities” for purposes of the UCC and (2) cause such Investment-Related Property to become certificated and delivered to the Administrative Agent in accordance with the provisions of clause (i) above. (iv) In the event it acquires rights in (A) any such Investment Related Property Grantor or any Approved Securities Intermediary shall, after the date hereof, it shall deliver terminate an agreement with respect to the Collateral Agent maintenance of a completed Pledge SupplementBlocked Account for any reason, substantially in (B) the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Administrative Agent shall attach demand the termination of an agreement with respect to all such Investment Related Property immediately upon any Grantor’s acquisition the maintenance of rights therein and shall not be affected by a Blocked Account as a result of the failure of any Grantor an Approved Securities Intermediary to deliver a supplement to Schedule 4.4 as required hereby; comply with the terms of the applicable Securities Account Control Agreement, or (iiC) except as provided the Administrative Agent determines in its sole discretion that the next sentencefinancial condition of an Approved Securities Intermediary has materially deteriorated, in the event such Grantor receives any dividends, interest or distributions on any agrees to promptly transfer the assets held in such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable Blocked Account to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof another Blocked Account acceptable to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Administrative Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent (in the case of any Investment Related Property subject to the requirements of Section 5.10 of the Credit Agreement, within the time periods set forth therein) a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 3 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (ay) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (bz) such Grantor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest principal and principalinterest, in each case to the extent such dividends, distributions and scheduled payments are permitted under the Credit Agreement; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in without the event prior written consent of the Priority Lien Collateral Trustee, it acquires rights shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property after or adversely affects the validity, perfection or priority of the Priority Lien Collateral Trustee’s security interest, (b) permit any issuer of any Pledged Equity Interest to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, except to another Grantor who has caused such property to become subjected to a perfected Lien thereon in favor of the Priority Lien Collateral Trustee, and except as otherwise permitted under the Priority Lien Documents, (c) other than as permitted under the Priority Lien Documents, permit any issuer of any Pledged Equity Interest to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereofhereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, it shall deliver to the Collateral Agent a completed Pledge Supplementhowever, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding notwithstanding the foregoing, it is understood and agreed that the security interest if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Priority Lien Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure Trustee in writing of any Grantor such election or action and, in such event, shall take all steps necessary or advisable to deliver a supplement to Schedule 4.4 as required herebyestablish the Priority Lien Collateral Trustee’s “control” thereof; (ii) it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests except to the extent being contested in good faith, so long as provided adequate reserve or other appropriate provision, as shall be required in the next sentenceGAAP, in the event such Grantor receives shall have been made therefore, and shall enforce all of its material rights with respect to any dividends, interest or distributions on any such Investment Related Property; (iii) unless otherwise permitted under the Priority Lien Documents, or any securities or other property upon without the mergerprior written consent of the Priority Lien Collateral Trustee, consolidation, liquidation or dissolution of it shall not permit any issuer of any such Investment Related Property, then Pledged Equity Interest to merge or consolidate unless (ai) such dividendsissuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, interest or distributions and securities (ii) all the outstanding Capital Stock or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control equity interests of the Collateral Agent over surviving or resulting corporation, limited liability company, partnership or other entity owned by a Grantor is, upon such Investment Related Property (includingmerger or consolidation, without limitation, delivery thereof to the Collateral Agent) pledged hereunder and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributionsno cash, securities or other property is distributed in trust for the benefit respect of the Collateral Agent and outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting issuer upon any such merger or consolidation is a Controlled Foreign Corporation, then such Grantor shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and only be continuing, the Collateral Agent authorizes each Grantor required to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalpledge equity interests in accordance with Section 2.2; and (iiiiv) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Priority Lien Collateral AgentTrustee and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Priority Lien Collateral Trustee or its nominee following an Event of Default and to the substitution of the Priority Lien Collateral Trustee or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) subject to Section 4.4.1(b), in the event it acquires rights in any such Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Collateral Security Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Collateral Investment Related Property and all other such Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Security Agent shall attach to all such Collateral Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby;; and (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Collateral Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such subject to the materiality threshold set forth in Section 4.4.4(a)(ii), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Collateral Security Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Security Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agentinterest.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Priority Lien Collateral Agent Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Priority Lien Collateral Agent Trustee shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Priority Lien Collateral Agent Trustee over such Investment Related Property (including, without limitation, delivery thereof to the Priority Lien Collateral AgentTrustee) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Priority Lien Collateral Agent Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Priority Lien Collateral Agent Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Priority Lien Collateral AgentTrustee.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in except for the event it acquires rights in any such Investment Related Property after the date hereofsecurity interest created by this Agreement, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein; (ii) it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (iii) it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise) sole place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting at least thirty (30) days prior to any such change or establishment, identifying such new Investment Related Property proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby; (iv) if the Collateral Agent or any Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, it shall use such value for such purposes and such Grantor further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be paid in the chronological order such Grantor acquired rights therein; (v) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all other claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided, such Investment Related Property. Notwithstanding Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the foregoingdate of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment; (vi) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it is understood shall promptly notify the Collateral Agent in writing of any event that may have a material adverse effect on the value of the Collateral or any portion thereof, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and agreed that the security interest remedies of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencerelation thereto, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the levy of any legal process against the Collateral or any portion thereof; (vii) it shall not take or permit any action which could impair the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property ’s rights in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalCollateral; and (iiiviii) each Grantor consents to it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as otherwise in accordance with the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentCredit Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in such Grantor shall defend the event it acquires rights in Collateral against all Persons at any such Investment Related Property after the date hereoftime claiming any interest therein, except with respect to Permitted Liens; (ii) it shall deliver not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or in material violation of any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (iii) it shall not change such Grantor’s name, chief executive office, type of organization or jurisdiction of organization unless it shall have (A) notified Collateral Agent in writing, by executing and delivering to Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all applicable Supplements to Schedules thereto, reflecting at least ten (10) days’ prior to any such change or establishment, identifying such new Investment Related Property proposed name, chief executive office, type of organization or jurisdiction of organization and providing such other information in connection therewith as Collateral Agent may reasonably request and (B) taken all other such Investment Related Property. Notwithstanding actions necessary or advisable to maintain the foregoingcontinuous validity, it is understood perfection and the same or better priority of Collateral Agent’s security interest in the Collateral intended to be granted and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (iiiv) except as provided in the next sentence, in the event upon such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the mergerofficer of such Grantor obtaining knowledge thereof, consolidation, liquidation or dissolution it shall promptly notify Collateral Agent in writing of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in event that may have a Material Adverse Effect on the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control value of the Collateral or any material portion thereof, or the rights and remedies of Collateral Agent over such Investment Related Property (in relation thereto, including, without limitation, delivery thereof to the levy of any legal process against the Collateral or any material portion thereof; (v) except otherwise permitted by the Notes Documents, it shall not take or permit any action which could impair Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property ’s rights in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalin any material respect; and (iiivi) each Grantor consents will maintain its primary operating and investments accounts in the United States. The Grantors shall, at least once each week, remit to Deposit Accounts or Securities Accounts maintained by the grant Grantors in the United States amounts held by each other Grantor them in foreign Deposit Accounts and Securities Accounts in the aggregate value in excess of a Security Interest (A) 5,000,000 euro (as determined two (2) Business Days prior to such remittance) plus (B) amounts required to be maintained by or paid to foreign governmental authorities for taxes, assessments, levies and duties or in all such Investment Related Property to the Collateral Agentrespect thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain and use to the extent remitted under the Credit Documents, all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property after or adversely affects the date hereofvalidity, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest perfection or priority of the Collateral Agent shall attach to all such Investment Related Property immediately upon Trustee’s security interest, (b) permit any Grantor’s acquisition of rights therein and shall not be affected by the failure issuer of any Pledged Interest to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, unless the same are pledged hereunder (c) other than as permitted under the Indenture, permit any issuer of any Pledged Interest to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; unless such Grantor to deliver a supplement to Schedule 4.4 as required herebyhas fully complied with Section 4.04(b); (ii) except as provided in the next sentence, in the event such Grantor receives it shall comply with all of its obligations under any dividends, interest partnership agreement or distributions on limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any such Investment Related Property; (iii) unless permitted under the Indenture, or any securities or other property upon the merger, consolidation, liquidation or dissolution of it shall not permit any issuer of any such Investment Related Property, then Pledged Interest to merge or consolidate unless (ai) such dividendsissuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, interest or distributions and securities (ii) all the outstanding capital stock or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control equity interests of the Collateral Agent over surviving or resulting corporation, limited liability company, partnership or other entity is, upon such Investment Related Property (includingmerger or consolidation, without limitation, delivery thereof to the Collateral Agent) pledged hereunder and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributionsno cash, securities or other property is distributed in trust for the benefit respect of the Collateral Agent and outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantor upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then such Grantor shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and only be continuing, the Collateral Agent authorizes each Grantor required to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalpledge equity interests in accordance with Section 2.02; and (iiiiv) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral AgentTrustee and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Trustee or its nominee following an Event of Default and to the substitution of the Collateral Trustee or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Guarantee and Collateral Agreement Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principalinterest, in each case, to the extent permitted pursuant to the Credit Agreement; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (iA) it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that adversely affects the validity, perfection or priority of Collateral Agent's security interest, (b) permit any of its Subsidiaries to dispose of all or a material portion of their assets in a manner which would be prohibited under the Secured Agreements or (c) cause any issuer of any partnership interests or limited liability company interests included in the event it acquires rights in any such Investment Related Property after Collateral which are not securities (for purposes of the UCC) on the date hereof, hereof to elect or otherwise take any action to cause such partnership interests or limited liability company interests to be treated as securities for purposes of the UCC unless such Grantor shall take all steps necessary to establish Collateral Agent's "control" thereof; (B) it shall deliver report to the Collateral Agent the acquisition of any new Material Investment Property not previously disclosed hereunder promptly following the acquisition thereof by delivering to Collateral Agent a completed Pledge Security Agreement Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements a supplement to Schedules theretoSchedule 4.3, reflecting such new Investment Related Property. To the extent that any Investment Property and all other specified on such Investment Related PropertySchedule 4.3 constitutes certificated Capital Stock of a Subsidiary or Material certificated Securities, such Grantor shall deliver such certificates to the Collateral Agent, together with undated stock powers executed in blank. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 4.3 as required hereby; (iiC) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or interest, distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution on account of any issuer of any such Investment Related PropertyCollateral, then (a) such dividends, interest or distributions interest, distributions, securities and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalaction; and (iiiD) each Grantor consents to the grant by each any other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that as to the extent any of the Collateral includes any Investment Related Propertyitself and its property only that: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property keep and all other such Investment Related Property. Notwithstanding the foregoing, it is understood maintain at its own cost and agreed that the security interest expense satisfactory and complete records of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby;Receivables in accordance with its customary practice. (ii) except as provided it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to have a Material Adverse Effect; (iii) after the occurrence and during the continuance of an Event of Default, the Collateral Trustee shall have the right at any time to notify, or require any Grantor to notify, any Account Debtor of the Collateral Trustee’s security interest in the next sentenceReceivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Collateral Trustee may: (1) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Trustee; and (2) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the event same manner and to the same extent as such Grantor receives might have done. If the Collateral Trustee notifies any dividendsGrantor that it has elected to collect the Receivables in accordance with the preceding sentence, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution payments of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) Receivables received by such Grantor shall immediately take all stepsbe forthwith deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee if anyrequired, necessary or advisable to ensure in the validity, perfection, priority and, if applicable, Collateral Account maintained under the sole dominion and control of the Collateral Agent over such Investment Related Property Trustee, and until so turned over, all amounts and proceeds (including, without limitation, delivery thereof to the Collateral Agentincluding checks and other instruments) and pending any such action received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Collateral Agent Trustee hereunder and shall segregate such dividends, distributions, Securities or be segregated from other property from all other property funds of such Grantor. Notwithstanding Grantor and such Grantor shall not adjust, settle or compromise the foregoingamount or payment of any Receivable, so long as no Event of Default shall have occurred and be continuingor release wholly or partly any Account Debtor or obligor thereof, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalor allow any credit or discount thereon; and (iiiiv) each Grantor consents it shall use its best efforts to the grant by each other Grantor of a Security Interest keep in all such Investment Related Property full force and effect any Supporting Obligation or Collateral Support relating to the Collateral Agentany Receivable.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all applicable Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencesentence and except to the extent constituting Excluded Property, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (aA) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (bB) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate if necessary for such dividendsvalidity, distributions, Securities perfection or other property from all other property of such Grantorpriority). Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor shall be entitled to retain all ordinary cash dividends and distributions paid by the issuer and distributions, all scheduled payments of interest and principalall property received upon the liquidation or dissolution of a Subsidiary permitted by the Note Documents; and (iii) and to the extent applicable, each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that that: (1) except for the security interest created by this Agreement, it shall not create or suffer to the extent exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral includes against all Persons at any Investment Related Property:time claiming any interest therein; (i2) such Grantor shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (3) without limiting any prohibitions or restrictions on mergers in the event it acquires rights Securities Purchase Agreement, such Grantor shall not change such Grantor’s name, identity, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), sole place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless such Grantor shall have (a) notified the Collateral Agent in writing at least thirty (30) days prior to any such Investment Related Property after change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the date hereofCollateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, it perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral granted or intended to be granted and agreed to hereby, which in the case of any merger or other change in corporate structure shall deliver include, without limitation, executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting upon completion of such new Investment Related Property and all merger or other such Investment Related Property. Notwithstanding change in corporate structure confirming the foregoing, it is understood and agreed that grant of the security interest hereunder; (4) if the Collateral Agent or any Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, such Grantor shall use such value for such purposes and such Grantor further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be paid in the chronological order such Grantor acquired rights therein; (5) such Grantor shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided, such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment; (6) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, such Grantor shall promptly notify the Collateral Agent in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and remedies of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencerelation thereto, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the levy of any legal process against the Collateral or any portion thereof; (7) such Grantor shall not take or permit any action which could impair the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property ’s rights in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalCollateral; and (iii8) such Grantor shall not sell, transfer or assign (by operation of law or otherwise) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the any Collateral Agentexcept for Permitted Sales.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in except for the event it acquires rights in any such Investment Related Property after the date hereofsecurity interest created by this Agreement, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Encumbrances, and such Grantor shall defend its title to the Collateral against all Persons at any time claiming any interest therein; (ii) it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (iii) it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Guarantee and Collateral Agreement Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting at least thirty (30) days prior to any such change or establishment, identifying such new Investment Related Property proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby; (iv) if the Collateral Agent or any Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, it shall use such value for such purposes and such Grantor further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be paid in the chronological order such Grantor acquired rights therein; (v) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all other claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided, such Investment Related Property. Notwithstanding Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the foregoingdate of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment; (vi) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it is understood shall promptly notify the Collateral Agent in writing of any event that may have a Material Adverse Effect on the value of the Collateral or any portion thereof having a value in excess of $250,000, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof having a value in excess of $250,000, or the rights and agreed that the security interest remedies of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencerelation thereto, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery the levy of any legal process against the Collateral or any portion thereof to having a value in excess of $250,000; (vii) it shall not take or permit any action which could impair the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property ’s rights in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalCollateral; and (iiiviii) each Grantor consents to the grant it shall not sell, transfer or assign (by each other Grantor operation of a Security Interest in all such Investment Related Property to the law or otherwise) any Collateral Agentexcept by means of Permitted Sales.

Covenants and Agreements. Each Grantor hereby covenants Following the occurrence of and agrees that during the continuation of an Event of Default, the Collateral Agent shall have the right at any time, upon concurrent written notice to the extent Grantor of its intention to do so, (i) to notify, or direct the Grantor to notify, any Account Debtor of the Collateral includes any Investment Related Property: (i) Agent’s security interest in the event it acquires rights Receivables and any Supporting Obligation, (ii) to direct, or request that the Grantor direct, such Account Debtors to make payment of all amounts due or to become due to the Grantor thereunder directly to the Collateral Agent, and (iii) upon such concurrent notification and at the expense of the Grantor, to enforce collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Grantor might have done. After receipt by the Grantor of written notice from the Collateral Agent referred to in the preceding sentence, any payments of Receivables constituting Collateral received by the Grantor shall be forthwith (and in any such Investment Related Property after event within five Business Days) deposited by the date hereof, it shall deliver Grantor in the exact form received duly indorsed by the Grantor to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentenceif required, in an account maintained under the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions sole dominion and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property Agent, and until so turned over, all amounts and proceeds (includingincluding checks and other instruments) received by the Grantor in respect of its Receivables constituting Collateral, without limitation, delivery thereof to the any Supporting Obligation constituting Collateral Agent) and pending any such action such Grantor or Collateral Support constituting Collateral shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Collateral Agent hereunder and shall segregate such dividendsbe segregated from other funds of the Grantor and the Grantor shall not adjust, distributionssettle or compromise the amount or payment of any Receivable constituting Collateral, Securities or other property from all other property of such Grantor. Notwithstanding the foregoingrelease wholly or partly any Account Debtor or obligor thereof, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agentor allow any credit or discount thereon.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) Subject to the limitation described in Section 2.2(b) with respect to the capital stock of any Controlled Foreign Corporation, in the event it acquires rights in any such Investment Related Property constituting Pledged Equity Interests or Pledged Debt, after the date hereof, it shall deliver comply with the requirements of Section 4.4.1(b) with respect to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required herebycomply with Section 4.4.1.(b); (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (aA) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (bB) such Grantor shall immediately within ten (10) days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that that: (1) except for the security interest created by this Agreement, it shall not create or suffer to the extent exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral includes against all Persons at any Investment Related Property:time claiming any interest therein; (i2) such Grantor shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (3) without limiting any prohibitions or restrictions on mergers in the event it acquires rights Securities Purchase Agreement, such Grantor shall not change such Grantor’s name, identity, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), sole place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless such Grantor shall have (a) notified the Collateral Agent in writing at least thirty (30) days prior to any such Investment Related Property after change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the date hereofCollateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, it perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral granted or intended to be granted and agreed to hereby, which in the case of any merger or other change in corporate structure shall deliver include, without limitation, executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting upon completion of such new Investment Related Property and all merger or other such Investment Related Property. Notwithstanding change in corporate structure confirming the foregoing, it is understood and agreed that grant of the security interest hereunder; (4) if the Collateral Agent or any Secured Party gives value to enable any Grantor to acquire rights in or the use of any Collateral, such Grantor shall use such value for such purposes and such Grantor further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be paid in the chronological order such Grantor acquired rights therein; (5) such Grantor shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided, such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment; (6) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, such Grantor shall promptly notify the Collateral Agent in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and remedies of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencerelation thereto, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the levy of any legal process against the Collateral or any portion thereof; (7) such Grantor shall not take or permit any action which could impair the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property ’s rights in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalCollateral; and (iii8) such Grantor shall not sell, transfer or assign (by operation of law or otherwise) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the any Collateral Agentexcept for Permitted Sales.

Covenants and Agreements. Each Grantor hereby covenants and agrees that that: (A) except for the security interest created by this Agreement and other Permitted Liens, it shall not create or suffer to the extent exist any Lien upon or with respect to any of the Collateral, and such Grantor shall defend the Collateral includes against all Persons at any Investment Related Property:time claiming any interest therein that is not a Permitted Lien; (iB) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (C) it shall not change such Grantor's name, identity, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), sole place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (1) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting at least ten (10) days prior to any such change or establishment, identifying such new Investment Related Property proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (2) taken all actions necessary or reasonably required by the Collateral Agent to maintain the continuous validity, perfection and priority of the Collateral Agent's security interest in the Collateral granted or intended to be granted and agreed to hereby; (D) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all other claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided, such Investment Related Property. Notwithstanding Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the foregoingdate of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment; (E) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it is understood shall promptly notify the Collateral Agent in writing of any event that may materially and agreed that adversely affect the security interest value of the Collateral or any portion thereof, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and remedies of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencerelation thereto, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof the levy of any legal process against the Collateral or any portion thereof; (F) it shall not take or permit any action which would be reasonably likely to impair the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property 's rights in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalCollateral; and (iiiG) each Grantor consents to the grant it shall not sell, transfer or assign (by each other Grantor operation of a Security Interest in all such Investment Related Property to the Collateral Agentlaw or otherwise) any Collateral, except for Permitted Sales.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, Supplement together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Trustee shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 4.05 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) subject to the terms and conditions set forth in the Intercreditor Agreement, such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent Trustee over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principalinterest; and (iii) each Grantor consents to the grant by each other Grantor to the Collateral Agent of a Security Interest in all such Investment Related Property to the Collateral AgentProperty.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in except for the event it acquires rights in any such Investment Related Property after security interest created by this Agreement and the date hereofother Loan Documents, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Encumbrances, and such Grantor shall defend its title to the Collateral against all Persons at any time claiming any interest therein; (ii) it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement, any other Loan Document or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (iii) it shall not change any Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), sole place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Guarantee and Collateral Agreement Supplement, substantially in the form of Exhibit A attached heretoat least thirty (30) days prior to any such change or establishment, together with all Supplements to Schedules thereto, reflecting identifying such new Investment Related Property proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all other such Investment Related Property. Notwithstanding actions necessary or advisable to maintain the foregoingcontinuous validity, it is understood perfection and agreed that the security interest same or better priority of the Collateral Agent shall attach Agent’s security interest in the Collateral intended to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein be granted and shall not be affected by the failure of any Grantor agreed to deliver a supplement to Schedule 4.4 as required hereby; (iiiv) except as provided if the Collateral Agent or any Secured Party gives value to enable any Grantor to acquire rights in or the use of any Collateral, it shall use such value for such purposes and each Grantor further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be paid in the next sentence, in the event chronological order such Grantor receives any dividendsacquired rights therein; (v) it shall pay promptly when due all property and other taxes, interest assessments and governmental charges or distributions on any such Investment Related Propertylevies imposed upon, or any securities or other property upon and all claims (including claims for labor, materials and supplies) against, the mergerCollateral, consolidationexcept to the extent the validity thereof is being contested in good faith and in accordance with the Credit Agreement; provided, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all stepsin any event pay such taxes, if anyassessments, necessary charges, levies or advisable claims not later than five (5) days prior to ensure the validitydate of any proposed sale under any judgment, perfection, priority and, if applicable, control writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment; (vi) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Agent over such Investment Related Property (in writing of any event that may have a Material Adverse Effect on the value of the Collateral or any portion thereof, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and remedies of any Agent in relation thereto, including, without limitation, delivery thereof to the levy of any legal process against the Collateral or any portion thereof; (vii) it shall not take or permit any action which could impair the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property ’s rights in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalCollateral; and (iiiviii) each Grantor consents to the grant it shall not sell, transfer or assign (by each other Grantor operation of a Security Interest in all such Investment Related Property to the law or otherwise) any Collateral Agentexcept by means of Permitted Sales.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Guarantee and Collateral Agreement Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral AgentAgent and to all other provisions of this Agreement and the other Loan Documents relating to Investment Related Property.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in except for the event it acquires rights in any such Investment Related Property after the date hereofsecurity interest created by this Agreement, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein; (ii) it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (iii) it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise) sole place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting at least fifteen (15) days prior to any such change or establishment, identifying such new Investment Related Property proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby; (iv) if the Collateral Agent or any Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, it shall use such value for such purposes and such Grantor further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be paid in the chronological order such Grantor acquired rights therein; (v) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all other claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided, such Investment Related Property. Notwithstanding Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the foregoingdate of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment; (vi) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it is understood shall promptly notify the Collateral Agent in writing of any event that may have a Material Adverse Effect on the value of the Collateral or any portion thereof, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and agreed that the security interest remedies of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencerelation thereto, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the levy of any legal process against the Collateral or any portion thereof; (vii) it shall not take or permit any action which could impair the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property ’s rights in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalCollateral; and (iiiviii) each Grantor consents to it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as otherwise in accordance with the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentCredit Agreement.

Covenants and Agreements. Each Grantor hereby Mortgagor covenants and agrees that, except where a breach of the following individually or in the aggregate (I) would not be reasonably likely to have a material adverse effect on Mortgagor's ability to perform its obligations pursuant to this Mortgage or (II) would not be reasonably likely to materially impair the value of the Mortgaged Property: (i) Mortgagor will not release any Polluting Substance on the Mortgaged Property or on any properties adjacent to the Mortgaged Property in material contravention of any applicable Environmental Law; (ii) Mortgagor will not become involved in operations at the Mortgaged Property involving unlawful use of Polluting Substances or any other activity that would violate any applicable Environmental Law or that would be reasonably likely to lead to the imposition on Mortgagor of liability under any Environmental Law; (iii) Mortgagor, at its sole cost and expense, will comply in all material respects with the requirements of all applicable Environmental Laws; (iv) Mortgagor will notify Mortgagee promptly in the event of the material presence (to the extent any not known by Mortgagee at the time of the Collateral includes execution of the Purchase Agreements) or release of any Investment Related Property: Polluting Substance at or affecting the Mortgaged Property in material contravention of any applicable Environmental Law and give to Mortgagee a copy of any notice of violations of any Environmental Law received by Mortgagor; (iv) in the event it acquires rights any Polluting Substance is found at the Mortgaged Property in material contravention of any such Investment Related Property after the date hereofapplicable Environmental Law, it shall deliver Mortgagor will ensure compliance with all applicable Environmental Laws with respect to the Collateral Agent a completed Pledge Supplement, substantially removal or remediation of such Polluting Substance; (vi) Mortgagor will keep the Mortgaged Property free and clear of any lien imposed pursuant to any applicable Environmental Law; and (vii) Mortgagor will include in all future leases of any portion of the form of Exhibit A attached hereto, together Mortgaged Property provisions requiring compliance with all Supplements Environmental Laws and reporting of information regarding such compliance to Schedules thereto, reflecting such new Investment Related Property Mortgagor and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentMortgagee.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property (other than Cash Equivalents credited to a Securities Account) that is Collateral after the date hereofhereof with a value in excess of $500,000 individually or $2,000,000 in the aggregate, it shall deliver to the Collateral Agent and the Administrative Agent, on or before the Quarterly Update Date immediately following any such acquisition, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, Supplement reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property that is Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next immediately succeeding sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related PropertyProperty that is Collateral, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (aA) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (bB) such Grantor shall immediately promptly take all stepsactions, if any, necessary or advisable or, in the reasonable opinion of the Collateral Agent upon notice to such Grantor, necessary to ensure the validity, perfection, at least the same priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) intended to be granted and agreed to hereby and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest principal and principalinterest; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property that is Collateral to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property, other than Investment Related Property of a Person that is not a Subsidiary or Affiliate constituting Collateral credited to a Securities Account (provided, however, that in the case of Investment Related Property that is Pledged Debt, only in the event it acquires rights in such Pledged Debt in excess of $100,000 individually, or $500,000 in the aggregate) after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 4, 5, or 6 annexed to the Collateral Questionnaire, as applicable, as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor Debtor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Debtor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of Secured Party's security interest, (b) other than as permitted under the Indenture, permit any issuer of any Pledged Equity Interest to dispose of all or a material portion of their assets, (c) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (d) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (d), such Debtor shall promptly notify Secured Party in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish Secured Party's "control" thereof; (ii) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Secured Party a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Secured Party shall attach to all such Investment Related Property immediately upon any Grantor’s Debtor's acquisition of rights therein and shall not be affected by the failure of any Grantor Debtor to deliver a supplement to Schedule 4.4 as required hereby; (iiiii) except as provided in the next sentence, in the event such Grantor Debtor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor Debtor shall immediately take all steps, if any, necessary or advisable to ensure the validity, validity and perfection, priority and, if applicable, control of the Collateral Agent Secured Party over such Investment Related Property (including, without limitation, delivery thereof to Secured Party or Credit Facility Secured Party pursuant to the Collateral Agentterms of the Intercreditor Agreement to the extent then in effect) and pending any such action such Grantor Debtor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent Secured Party and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such GrantorDebtor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent Secured Party authorizes each Grantor Debtor to retain all ordinary cash dividends and distributions paid by in the issuer normal course of business and all scheduled payments of interest; (iv) it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property; (v) it shall not permit any issuer of any Pledged Equity Interest to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and principal(ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent company; provided that if the surviving or resulting company upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then such Debtor shall only be required to pledge equity interests in accordance with Section 2.2; and (iiivi) each Grantor Debtor consents to the grant by each other Grantor Debtor of a Security Interest security interest in all such Investment Related Property to the Collateral AgentSecured Party.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in except for the event it acquires rights in any such Investment Related Property after the date hereofsecurity interest created by this Agreement, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein; (ii) it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (iii) it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), sole place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Trustee in writing, by executing and delivering to the Collateral Agent Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, Supplement together with all Supplements to Schedules thereto, reflecting at least five (5) days prior to any such change or establishment, identifying such new Investment Related Property proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Trustee may reasonably request and (b) taken all other such Investment Related Property. Notwithstanding actions necessary or advisable to maintain the foregoingcontinuous validity, it is understood perfection and agreed that the security interest same or better priority of the Collateral Agent shall attach Trustee’s security interest in the Collateral intended to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein be granted and shall not be affected by the failure of any Grantor agreed to deliver a supplement to Schedule 4.4 as required hereby; (iiiv) [Intentionally Omitted]; (v) it shall pay promptly when due all material property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except as provided to the extent the validity thereof is being contested in the next sentencegood faith; provided, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all stepsin any event pay such taxes, if anyassessments, necessary charges, levies or advisable claims not later than five (5) days prior to ensure the validitydate of any proposed sale under any judgment, perfection, priority and, if applicable, control writ or warrant of attachment entered or filed against such Grantor or any of the Collateral Agent over as a result of the failure to make such Investment Related Property payment; (vi) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Trustee in writing of any event that may have a Material Adverse Effect on the value of the Collateral or any portion thereof, the ability of any Grantor or the Collateral Trustee to dispose of the Collateral or any portion thereof, or the rights and remedies of the Collateral Trustee in relation thereto, including, without limitation, delivery thereof to the levy of any legal process against the Collateral Agentor any portion thereof; (vii) and pending it shall not take or permit any such action such Grantor shall which could reasonably be deemed expected to hold such dividends, interest, distributions, securities or other property in trust for the benefit of impair the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding Trustee’s rights in the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalCollateral; and (iiiviii) each Grantor consents to it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral, except for Inventory sold in the grant ordinary course of business or as otherwise expressly permitted by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentIndenture.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i1) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all necessary Supplements to the Schedules theretohereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 II as required hereby; (ii2) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iii3) If any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor consents shall take such additional actions, including, without limitation, causing the issuer to register the grant by pledge on its books and records or making such filings or recordings, in each other Grantor case as may be necessary or advisable, under the laws of a Security Interest in such issuer's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all such or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral AgentAgent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Secured Party a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Secured Party shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencesentence of this clause (ii), in the event such Grantor receives any dividends, interest or distributions on arising from any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent Secured Party over such Investment Related Property (including, without limitation, including delivery thereof to the Collateral AgentSecured Party) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent Secured Party and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent Secured Party authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentSecured Party.

Covenants and Agreements. Each Grantor hereby covenants and agrees that that, except as otherwise permitted pursuant to the extent any of the Collateral includes any Investment Related PropertyCredit Agreement: (i) it shall keep and maintain at its own cost and expense proper books of record and account in accordance with subsection 6.1 of the Credit Agreement; (ii) other than in the event it acquires rights ordinary course of its business (as determined by the Grantor in good faith), and except as otherwise provided in subsection (iii) below, during the continuance of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; (iii) except as otherwise provided in this Section 4.3(a), each Grantor shall continue to collect all amounts due or to become due to such Investment Related Property after Grantor under the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially Receivables and any Supporting Obligation at its own expense and in accordance with customary practice in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Propertyinformation-technology security industry. Notwithstanding the foregoing, it is understood at any time following the occurrence and agreed that during the security interest continuation of an Event of Default, the Collateral Agent shall attach have the right at any time to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of (1) notify, or require any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided notify, any Account Debtor of the Collateral Agent’s security interest in the next sentenceReceivables and any Supporting Obligation; (2) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (3) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and (4) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the event same manner and to the same extent as such Grantor receives might have done. If the Collateral Agent notifies any dividendsGrantor that it has elected to collect the Receivables in accordance with the preceding sentence, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution payments of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) Receivables received by such Grantor shall immediately take all stepsbe forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if anyrequired, necessary or advisable to ensure in the validity, perfection, priority and, if applicable, Collateral Account maintained under the sole dominion and control of the Collateral Agent over such Investment Related Property Agent, and until so turned over, all amounts and proceeds (including, without limitation, delivery thereof to the Collateral Agentincluding checks and other instruments) and pending any such action received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Collateral Agent hereunder and such Grantor shall segregate such dividendsnot adjust, distributionssettle or compromise the amount or payment of any Receivable, Securities or other property from all other property of such Grantor. Notwithstanding the foregoingrelease wholly or partly any Account Debtor or obligor thereof, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalor allow any credit or discount thereon; and (iiiiv) each Grantor consents it shall use its reasonable efforts to the grant by each other Grantor keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable in excess of a Security Interest in all such Investment Related Property to the Collateral Agent$500,000.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to that, except as otherwise permitted in the extent any of the Collateral includes any Investment Related PropertyCredit Agreement: (i) in without the event it acquires rights in any such Investment Related Property after prior written consent of the date hereofCollateral Agent, it shall deliver not vote to enable or take any other action to, except as expressly permitted by the Collateral Agent a completed Pledge SupplementCredit Agreement, substantially amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that adversely affects the form of Exhibit A attached heretovalidity, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest perfection or priority of the Collateral Agent shall attach to all such Investment Related Property immediately upon any GrantorAgent’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required herebysecurity interest; (ii) except as provided in the next sentence, in the event that any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof become treated as securities for purposes of the UCC, the applicable Grantor shall (A) notify the Collateral Agent in writing of such Grantor receives any dividendstreatment on the next Quarterly Update Date and (B) take all steps necessary or advisable to establish the Collateral Agent’s “control” of such Pledged Partnership Interests or Pledged LLC Interests, interest or distributions on any such Investment Related Propertyas applicable; (iii) except for mergers and other transactions expressly permitted by the Credit Agreement, or any securities or other property upon without the mergerprior written consent of the Collateral Agent, consolidation, liquidation or dissolution of it shall not permit any issuer of any such Investment Related Property, then Pledged Equity Interest to merge or consolidate unless (aA) such dividendsissuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, interest or distributions and securities (B) all the outstanding capital stock or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control equity interests of the Collateral Agent over surviving or resulting corporation, limited liability company, partnership or other entity is, upon such Investment Related Property (includingmerger or consolidation, without limitation, delivery thereof to the Collateral Agent) pledged hereunder and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributionsno cash, securities or other property is distributed in trust for the benefit respect of the Collateral Agent and shall segregate such dividends, distributions, Securities or outstanding equity interests of any other property from all other property of such constituent Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iiiiv) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property (subject to the limits set forth herein) to the Collateral AgentAgent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that that, except as otherwise permitted pursuant to the extent any of the Collateral includes any Investment Related PropertyCredit Agreement: (i) except with respect to Investment Related Property having a value of less than $500,000 individually or $1,000,000 in the aggregate in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Agent, on the Quarterly Update Date immediately following any such acquisition, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, Supplement reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that that, except with respect to Investment Related Property having a value of less than $500,000 individually or $1,000,000 in the aggregate, the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencesentence and subject to the Grantors’ rights to make any Restricted Junior Payments in accordance with the Credit Agreement, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property, except with respect to Investment Related Property having a value of less than $500,000 individually or $1,000,000 in the aggregate, (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such GrantorAgent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the prudent business practice of the issuer and all scheduled payments of interest and principalinterest; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property keep and all other such Investment Related Property. Notwithstanding the foregoing, it is understood maintain at its own cost and agreed that the security interest expense satisfactory and complete records of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required herebyReceivables; (ii) except as otherwise provided in this subsection, each Grantor shall continue to collect all amounts due or to become due to such Grantor under the next sentenceReceivables and any Supporting Obligation. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time during the continuance of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent may: (1) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and (3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the event same manner and to the same extent as such Grantor receives might have done. If the Collateral Agent notifies any dividendsGrantor that it has elected to collect the Receivables in accordance with the preceding sentence, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution payments of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) Receivables received by such Grantor shall immediately take all stepsbe promptly (and in any event within five Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if anyrequired, necessary or advisable to ensure in the validity, perfection, priority and, if applicable, Collateral Account maintained under the sole dominion and control of the Collateral Agent over such Investment Related Property Agent, and until so turned over, all amounts and proceeds (including, without limitation, delivery thereof to the Collateral Agentincluding checks and other instruments) and pending any such action received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Collateral Agent hereunder and shall segregate such dividends, distributions, Securities or be segregated from other property from all other property funds of such Grantor. Notwithstanding Grantor and such Grantor shall not adjust, settle or compromise the foregoingamount or payment of any Receivable, so long as no Event of Default shall have occurred and be continuingor release wholly or partly any Account Debtor or obligor thereof, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalor allow any credit or discount thereon; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that that, except as otherwise provided in this subsection (b), such Grantor shall continue to the extent any of the Collateral includes any Investment Related Property: (i) collect in the event it acquires rights in ordinary course of business and consistent with past practice, at its own expense, all amounts due or to become due to such Grantor under the Receivables and any such Investment Related Property after Supporting Obligation. Following the date hereofoccurrence of and during the continuance of an Event of Default, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach have the right at any time, upon concurrent written notice to all each Grantor of its intention to do so, (i) to notify, and/or require such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation, (ii) except as provided in to direct, and/or cause such Grantor to direct, such Account Debtors to make payment of all amounts due or to become due to such Grantor thereunder directly to the next sentenceCollateral Agent, and (iii) upon such concurrent notification and at the expense of such Grantor, to enforce collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the event same manner and to the same extent as such Grantor receives might have done. After receipt by any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon Grantor of the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included written notice from the Collateral Agent referred to in the definition preceding sentence, any payments of Collateral without further action and (b) Receivables received by such Grantor shall immediately take all stepsbe forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if anyrequired by the Collateral Agent, necessary or advisable to ensure in an account maintained under the validity, perfection, priority and, if applicable, sole dominion and control of the Collateral Agent over such Investment Related Property Agent, and until so turned over, all amounts and proceeds (including, without limitation, delivery thereof to the Collateral Agentincluding checks and other instruments) and pending any such action received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Collateral Agent hereunder and shall segregate such dividends, distributions, Securities or be segregated from other property from all other property funds of such Grantor. Notwithstanding Grantor and such Grantor shall not adjust, settle or compromise the foregoingamount or payment of any Receivable, so long as no Event of Default shall have occurred and be continuingor release wholly or partly any Account Debtor or obligor thereof, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agentor allow any credit or discount thereon.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) subject to Section 4.4.1(b), in the event it acquires rights in any such Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Collateral Security Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Security Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) subject to the materiality threshold set forth in Section 4.4.4 (a)(ii), such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Security Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Security Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Security Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principalinterest; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Security Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that as to the extent any of the Collateral includes any Investment Related Propertyitself and its property only that: (i) in the event it acquires rights in any such Investment Related Property Pledged Equity Interests or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent Trustee a completed Pledge Supplement, no more frequent than every 6 months substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related PropertyPledged Equity Interests or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Trustee shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent Trustee over such Investment Related Property (including, without limitation, delivery thereof to the Collateral AgentTrustee) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such GrantorTrustee. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall not have directed that dividends be turned over, the Collateral Agent Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; andpaid; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentTrustee.

Covenants and Agreements. Each Grantor hereby The Pledgor covenants and agrees that to on and after the extent any date hereof until the payment in full of the Secured Obligations and the termination and discharge of the Secured Agreements, unless the Collateral includes any Investment Related PropertyAgent shall otherwise consent in writing: (ia) in At any time and from time to time, upon the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest request of the Collateral Agent (at the written direction of the Acting Secured Parties (as defined below)), and at the sole expense of the Pledgor, the Pledgor shall attach to promptly do, file, record, execute and deliver any and all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein further notices, instruments and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event documents and will take such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, as may be necessary or advisable reasonably desirable to ensure obtain, protect and perfect the validitysecurity interests granted hereby and enforce and give effect to the rights, perfectionremedies and powers hereunder, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof the recording or filing of all instruments and documents reasonably necessary to perfect and protect the perfection of the security interests granted hereby under Articles 8 or 9 of the Uniform Commercial Code in effect in any applicable jurisdiction. In connection therewith, the Collateral Agent is hereby irrevocably authorized and empowered as the Pledgor's attorney-in-fact, solely to make, at the Collateral Agent's option, all filings and to give all other notices as it shall reasonably deem necessary with respect to any of the Collateral, all of which may be done with or without the signature of the Pledgor. The Pledgor agrees that the foregoing power constitutes a power coupled with an interest which shall survive until the payment in full of all of the Secured Obligations. The Pledgor agrees to reimburse the Collateral Agent on demand for any actual and reasonable expenses (including reasonable attorneys' fees and expenses with respect to the Collateral Agent, including reasonable allocated costs and expenses of in-house counsel and legal staff) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of incurred by the Collateral Agent and in connection with such matters and, until such reimbursement, such expenses shall segregate such dividends, distributions, Securities or other property from all other property be a part of such Grantorthe Secured Obligations. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, The Pledgor agrees that the Collateral Agent authorizes each Grantor is authorized and empowered to retain all ordinary cash dividends file financing statements and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property continuation statements with respect to the Collateral Agentin such jurisdictions as it deems appropriate. "Acting Secured Parties" shall mean, as of any date of determination, the Secured Parties holding (or, in the case of the Original Trustee and the New Trustee, acting as trustee for the Original Notes or the New Notes, as applicable) more than 20% of the sum of (a) the unpaid principal amount of the Original Notes, (b) the unpaid Accreted Value of the New Notes, (c) the unpaid Accreted Value of the Convertible Notes, (d) the unpaid principal amount owing under the GM Convertible Notes, (e) the unpaid principal amount owing under the GM Loan Agreement, and (f) the unpaid principal amount owing under the Additional Debt (if any), or, if such debt is issued at a discount, the unpaid accreted value of such Additional Debt. Any action taken by the Original Trustee or the New Trustee shall constitute an action on behalf of all of the Original Holders or New Holders, as applicable, without regard to the percentage of the Original Holders or New Holders directing or authorizing the Original Trustee or the New Trustee to take such action.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Administrative Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, Supplement together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Administrative Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 4.05 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, reasonably necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Administrative Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Administrative Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such GrantorAdministrative Agent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the ordinary course of the business of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor to the Administrative Agent of a Security Interest in all such Investment Related Property to the Collateral AgentProperty.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Trustee shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, reasonably necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent Trustee over such Investment Related Property (including, without limitation, delivery thereof to the Collateral AgentTrustee) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentTrustee.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) Subject to the limitation described in Section 2.2 with respect to the Capital Stock of any Controlled Foreign Corporation, in the event it acquires rights in any such Investment Related Property constituting Pledged Equity Interests or Pledged Debt, after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any payments, dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such payments, dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately within ten (10) days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such payments, dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such payments, dividends, interest, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all applicable Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencesentence and except to the extent constituting Excluded Property, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (aA) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (bB) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions that are paid by in the issuer and normal course of the business of the issuer, all scheduled payments of interest and principalall property received upon the liquidation or dissolution of a Subsidiary permitted by the Note Documents; and (iii) to the extent applicable, each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral AgentAgent pursuant to the terms of the Intercreditor Agreement) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principalinterest; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the with Collateral includes any Investment Related PropertyAgent and each other Secured Party that: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided set forth in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, reasonably necessary or advisable reasonably requested by Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) ), and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such GS / Landec – Pledge and Security Agreement dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing; provided, so long as no Event of Default shall have occurred and be continuingcontinuing and Collateral Agent has not provided written notice to the contrary, the Collateral Agent authorizes each Grantor to retain all ordinary cash Cash dividends and distributions paid by in the normal course of the business of the issuer and all scheduled payments of interest interest, in each case, solely to the extent the same is expressly permitted by the terms and principal; andprovisions of the Credit Agreement; (iii) each such Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby The Pledgor covenants and agrees that on and after the date hereof until the payment in full of the Secured Obligations and the termination and discharge of both the Old Note Indenture and the New Note Indenture, unless the Collateral Agent shall otherwise consent in writing: (a) At any time and from time to time, upon the extent any reasonable request of the Collateral includes Agent, and at the sole expense of the Pledgor, the Pledgor shall promptly do, file, record, execute and deliver any Investment Related Property: (i) and all such further notices, instruments and documents and will take such further action as may be reasonably deemed necessary or desirable in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest judgment of the Collateral Agent shall attach and its counsel to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein obtain, protect and shall not be affected by perfect the failure of any Grantor security interests granted hereby and enforce and give effect to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencerights, in the event such Grantor receives any dividendsremedies and powers hereunder, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof the recording or filing of all instruments and documents reasonably necessary to perfect and protect the perfection of the security interests granted hereby under Article 8 or 9 of the Uniform Commercial Code in effect in any applicable jurisdiction. In connection therewith, the Collateral Agent is hereby irrevocably authorized and empowered as the Pledgor's attorney-in-fact, solely to make, at the Collateral Agent's option, all filings and to give all other notices as it shall reasonably deem necessary with respect to any of the Pledged Collateral, all of which may be done with or without the signature of the Pledgor. The Pledgor agrees that the foregoing power constitutes a power coupled with an interest which shall survive until the payment in full of all of the Secured Obligations. The Pledgor agrees to reimburse the Collateral Agent on demand for any actual and reasonable expenses (including reasonable attorneys' fees and expenses with respect to the Collateral Agent, including reasonable allocated costs and expenses of in-house counsel and legal staff) and pending any incurred by the Collateral Agent in connection with such action matters and, until such Grantor reimbursement, such expenses shall be deemed a part of the Secured Obligations. (b) The Pledgor shall defend its ownership interest in and to hold the Collateral and the Collateral Agent's security interest in and to the Pledged Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the interests of the Collateral Agent. (c) The Pledgor shall, at all times, maintain or cause to be maintained accurate books and records with respect to the Pledged Collateral, and shall furnish to the Collateral Agent such dividendsinformation concerning such Pledged Collateral as the Collateral Agent may from time to time reasonably request. The Collateral Agent and its designees are hereby given the right, interestat the Pledgor's expense, distributionsto inspect and copy, securities following prior notice to the Pledgor and during regular business hours, or other property in trust the Pledgor shall furnish the Collateral Agent with copies of, all records and documents reasonably required by the Collateral Agent relating to the Pledged Collateral. (d) The Pledgor shall not further hypothecate, assign, pledge, encumber, transfer, sell or otherwise dispose of, or grant any option with respect to, or create or suffer to exist a security interest in, or a Lien on, the Pledged Collateral or any portion thereof, except for the benefit pledge, assignment and security interest created by this Agreement in favor of the Collateral Agent and except as contemplated by Article 12 of the Old Note Indenture and Article 12 of the New Note Indenture. The inclusion of "Proceeds" of the Pledged Collateral under the security interest granted herein shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and not be continuing, deemed a consent by the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments any sale or other disposition of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the any Pledged Collateral Agentexcept as expressly permitted herein.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (iA) in the event it acquires rights in any such Investment Related Property constituting Collateral after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby;; *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (iiB) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iiiC) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Administrative Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding ; notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Administrative Agent shall attach to all such Investment Related Property immediately promptly upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 4.3 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Administrative Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral AgentAdministrative Agent to the extent required by Section 4.3.1(a)(i)) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Administrative Agent and shall segregate such dividends, distributions, Securities Capital Stock or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with past practice of the issuer and all scheduled payments of interest and principalinterest; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Administrative Agent.

Covenants and Agreements. Each Grantor hereby Guarantor absolutely and unconditionally covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertywith Lender as follows: (ia) in In the event it acquires rights in that Borrower does not or is unable so to perform the Obligations for any such Investment Related Property after the date hereofreason, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividendsliquidation, interestdissolution, distributionsreceivership, securities or other property in trust conservatorship, insolvency, bankruptcy, assignment for the benefit of the Collateral Agent and shall segregate such dividendscreditors, distributionssale of all or substantially all assets, Securities reorganization, arrangement, composition, or readjustment of, or other similar proceedings affecting the status, composition, identity, existence, assets or obligations of Borrower, or the disaffirmance or termination of any of the Obligations in or as a result of any such proceeding, Guarantor shall perform the Obligations and no such occurrence shall in any way affect Guarantor’s obligations hereunder. (b) If for any reason whatsoever (including but not limited to ultra v▇▇▇▇, lack of authority, illegality, force majeure, act of God or impossibility) the Loan or the Obligations cannot be enforced against Borrower, such unenforceability shall in no manner affect the liability of Guarantor hereunder and Guarantor shall be liable hereunder notwithstanding that Borrower may not be liable for the Loan or such Obligations and to the same extent as Guarantor would have been liable if the Loan or Obligations had been enforceable against Borrower. (c) Should the status of Borrower change, this Guaranty shall continue and also cover the Obligations of Borrower under the new status according to the terms hereof. (d) In the event any payment by Borrower to Lender is held to constitute a preference under the bankruptcy laws, or if for any other reason Lender is required to refund such payment or pay the amount thereof to any other party, such payment by Borrower to Lender shall not constitute a release of Guarantor from any liability hereunder, but Guarantor agrees to pay such amount to Lender upon demand and this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. (e) Guarantor shall not have (i) the right to the benefit of, or to direct the application of, any security held by Lender (including the property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid covered by the issuer Pledge Agreement and all scheduled payments any other instrument securing the payment of interest and principal; andthe Note), any right to enforce any remedy which Lender now has or hereafter may have against Borrower, or any right to participate in any security now or hereafter held by Lender, or (ii) any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy of Guarantor against Borrower or against any security resulting from the exercise or election of any remedies by Lender (including those available under the Pledge Agreement), or any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation, from any cause, of the liability of Borrower. (iiif) each Grantor consents The payment by Guarantor of any amount pursuant to this Guaranty shall not in any way entitle Guarantor to any right, title or interest (whether by way of subrogation or otherwise) in and to any of the Loan or any proceeds thereof, or any security therefor, unless and until the full amount owing to Lender on the Loan has been fully paid, but when the same has been fully paid Guarantor shall be subrogated as to any payments made by it to the grant by each rights of Lender as against Borrower and/or any endorsers, sureties or other Grantor guarantors. (g) Lender shall not be required to pursue any other remedies before invoking the benefits of the guaranties contained herein, and specifically it shall not be required to make demand upon or institute suit or otherwise pursue its remedies against Borrower or any surety other than Guarantor or to proceed against or give credit for any security now or hereafter existing for the payment of any of the Loan. Lender may maintain an action on this Guaranty without joining Borrower therein and without bringing a Security Interest in all such Investment Related Property to the Collateral Agentseparate action against Borrower.

Covenants and Agreements. Each Grantor hereby covenants and agrees that with respect to the extent any of the Collateral includes any Investment Related Propertyitself that: (i) in the event it acquires rights in any such Investment Related Property in excess of $250,000 individually or $1,000,000 in the aggregate after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority (subject to the terms of the Intercreditor Agreement) and, if applicable, control of the Collateral Agent (subject to the terms of the Intercreditor Agreement) over such Investment Related Property (including, without limitation, delivery thereof to the Collateral AgentAgent if required by this Agreement and the Intercreditor Agreement) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent (subject to the terms of the Intercreditor Agreement) and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that that, other than with respect to the extent any of the Collateral includes any Investment Related PropertyExcluded Assets: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to notify the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, writing reflecting such new Investment Related Property and all other shall deliver a supplement to Schedule 4.4 reflecting such new Investment Related PropertyProperty with the next quarterly report provided pursuant to Section 5.1(b) of the Financing Agreement. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, including pursuant to a Delaware LLC Division, then (aA) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (bB) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such GrantorAgent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer distributions, securities or other property, and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Agent, no less frequently than on a quarterly basis or as otherwise expressly required by the Credit Agreement, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable steps reasonably requested by the Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in unless otherwise permitted under the event it acquires rights in any such Investment Related Property after Credit Agreement, without the date hereofprior written consent of the Collateral Agent, it shall deliver not vote to enable or take any other action to: cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests owned by such Grantor which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC unless prior to taking such actions, such Grantor shall promptly notify the Collateral Agent a completed Pledge Supplementin writing of any such election or action and, substantially in the form of Exhibit A attached heretosuch event, together with shall take all Supplements steps necessary to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of establish the Collateral Agent shall attach to all such Investment Related Property immediately upon any GrantorAgent’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby“control” thereof; (ii) except as provided in expressly permitted by the next sentenceCredit Agreement, in without the event such Grantor receives any dividendsprior written consent of the Collateral Agent, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of it shall not permit any issuer of any Pledged Equity Interest which is a Subsidiary of such Investment Related PropertyGrantor to merge or consolidate unless (i) if such issuer is required to be a Grantor under this Agreement, such issuer creates a security interest that is perfected by a filed 103522660_5 financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity which is a Subsidiary of such Grantor and which is owned by such Grantor is, upon such merger or consolidation, pledged hereunder; provided that if the surviving or resulting Grantors upon any such merger or consolidation involves an issuer which is a CFC or CFC Holding Company, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable only be required to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property pledge equity interests in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalaccordance with Section 2.2; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral AgentAgent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee following the occurrence and during the continuation of an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

Covenants and Agreements. Each Grantor 1. Borrower hereby covenants and agrees that more than 99% of the equity of DAC shall be acquired by Borrower and not more than 1% of the equity of DAC shall be acquired by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as nominal holder for the benefit of Borrower, within 30 days after the date of Closing (as such term is defined in the Spitfire Acquisition Agreement). 2. Borrower hereby agrees that, no later than August 31, 2012, Bank shall receive, at Borrower’s cost, an appraisal by Emerald Technology Valuations, LLC (“ETV”) of the Net Orderly Liquidation Value – Existing Channels of selected raw materials and finished goods of Borrower, in form, substance and reflecting values satisfactory to Bank in its reasonable discretion. Borrower hereby further agrees that it shall provide access to ETV to the extent any premises of Borrower and the Collateral includes any Investment Related Property:selected locations where such raw materials and finished goods are stored for such reasonable period of time as ETV shall require to complete its inspection. (i) 3. Borrower hereby agrees to deliver to Bank a landlord waiver agreement with respect to each collateral location being added to the Loan Documents pursuant to this Amendment, in the event it acquires rights in any such Investment Related Property form and substance satisfactory to Bank, no later than 30 days after the date hereof, it shall . 4. Borrower hereby agrees to deliver to Bank a duly authorized and executed equitable mortgage over 65% of all of the Collateral Agent a completed Pledge Supplementissued shares in Cayman, substantially in form and substance satisfactory to Bank and executed by Borrower, along with the original share certificate evidencing such equity interest, an undated share transfer form of Exhibit A attached heretofor such share for such certificate duly executed in blank by the registered owner thereof, together with and such other documents and deliverables as Bank and Borrower shall agree, all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Propertyno later than 30 days after the Closing. 5. Notwithstanding the foregoing, it is understood and agreed that the security interest any provision of the Collateral Agent shall attach Credit Agreement, the Line of Credit Note or the Term Note to all such Investment Related Property immediately upon any Grantor’s acquisition the contrary, Bank hereby consents to the issuance by Borrower of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included no more than fifty thousand (50,000) shares of its common stock in the definition of Collateral without further action aggregate as partial consideration in exchange for the assets being acquired by Borrower as contemplated in the Spitfire Acquisition Agreement and in accordance with the terms thereof, and (b) such Grantor shall immediately take all stepsno more than twenty-five thousand (25,000) shares of its common stock in the aggregate as partial consideration to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in connection with his employment by Borrower after the Closing. Bank hereby acknowledges that Borrower will not receive any cash proceeds from the issuance of Borrower’s stock as described in this paragraph and waives any default arising under the Credit Agreement, if any, necessary the Line of Credit Note or advisable to ensure the validity, perfection, priority and, if applicable, control Term Note as a result of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property issuance of Borrower’s stock as described in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agentthis paragraph.

Covenants and Agreements. Each Grantor hereby covenants and agrees that with respect to the extent any of the Collateral includes any Investment Related Propertyitself that: (i) in the event it acquires rights in any such Investment Related Property in excess of $5,000,000 individually after the date hereof, it shall promptly deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property; provided that no Grantor shall be required to deliver any such Pledge Supplement with respect to any Investment Property and all other in excess of $5,000,000 individually that has been acquired during any Fiscal Quarter earlier than the date of delivery of the Compliance Certificate delivered pursuant to Section 5.1(c) of the Credit Agreement with respect to such Fiscal Quarter (or such longer period as may be agreed by the Collateral Agent); provided, further that delivery of a Pledge Supplement with respect to any Investment Related PropertyProperty required to be delivered pursuant to Sections 5.10 or 5.13 of the Credit Agreement shall be delivered in accordance with such Sections. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral AgentAgent if required by this Agreement) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities Securities or other property in trust interest for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalto it; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby Guarantor absolutely and unconditionally covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertywith Bank Parties as follows: (ia) in In the event it acquires rights in any such Investment Related Property after that Borrower does not pay the date hereof, it shall deliver Indebtedness or perform the Obligations or is unable to the Collateral Agent do so as a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure result of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentenceliquidation, in the event such Grantor receives any dividendsdissolution, interest or distributions on any such Investment Related Propertyreceivership, or any securities or other property upon the mergerconservatorship, consolidationinsolvency, liquidation or dissolution of any issuer of any such Investment Related Propertybankruptcy, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust assignment for the benefit of the Collateral Agent and shall segregate such dividendscreditors, distributionssale of all or substantially all assets, Securities reorganization, arrangement, composition, or readjustment of, or other property similar proceedings affecting the status, composition, identity, existence, assets or obligations of Borrower, or the disaffirmance or termination of any of the Indebtedness or Obligations in or as a result of any such proceeding, such actions by Borrower shall not affect the liability of Guarantor hereunder, which liability is subject to the limitations and exculpations set forth in Sections 3-5 of this Guaranty. (b) If for any reason whatsoever (including but not limited to ultra ▇▇▇▇▇, lack of authority, illegality, force majeure, act of God or impossibility) the Indebtedness or the Obligations cannot be enforced against Borrower, such unenforceability shall in no manner affect the liability of Guarantor hereunder and Guarantor shall be liable hereunder, subject to the limitations and exculpations set forth in Sections 3-5 of this Guaranty, notwithstanding that Borrower may not be liable for such Indebtedness or such Obligations and to the same extent as Guarantor would have been liable if such Indebtedness or Obligations had been enforceable against Borrower. (c) Should the status of Borrower change, this Guaranty shall continue and also cover the Indebtedness and Obligations of Borrower under the new status according to the terms hereof. (d) In the event any payment by Borrower to a Bank Party is held to constitute a preference under the bankruptcy laws, or if for any other reason a Bank Party is required to refund such payment or pay the amount thereof to any other party, such payment by Borrower to a Bank Party shall not constitute a release of Guarantor from all any liability hereunder, but Guarantor, subject to the limitations and exculpations set forth in Sections 3-5 of this Guaranty, agrees to pay such amount to Agent upon demand and this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. (e) Guarantor shall not have (i) the right to the benefit of, or to direct the application of, any security held by Agent, any right to enforce any remedy which Agent now has or hereafter may have against Borrower, or any right to participate in any security now or hereafter held by Agent, or (ii) any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or other property right or remedy of such GrantorGuarantor against Borrower or against any security resulting from the exercise or election of any remedies by Agent, or any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation, from any cause, of the liability of Borrower. (f) The payment by Guarantor of any amount pursuant to this Guaranty shall not in any way entitle Guarantor to any right, title or interest (whether by way of subrogation or otherwise) in and to any of the Indebtedness or any proceeds thereof, or any security therefor, unless and until the Indebtedness has been fully paid, but when the same has been fully paid Guarantor shall be subrogated as to any payments made by it to the rights of the Bank Parties as against Borrower and/or any endorsers, sureties or other guarantors. (g) Agent shall not be required to pursue any other remedies before invoking the benefits of the guaranties contained herein, and specifically it shall not be required to make demand upon or institute suit or otherwise pursue its remedies against Borrower or any surety other than Guarantor or to proceed against or give credit for any security now or hereafter existing for the payment of any of the Indebtedness. Notwithstanding Agent may maintain an action on this Guaranty without joining Borrower therein and without bringing a separate action against Borrower. (h) Guarantor shall maintain interest rate protection for the foregoing, so long as no Event of Default shall have occurred and be continuing, Loan under the Collateral Agent authorizes each Grantor Interest Rate Protection Agreement to retain all ordinary cash dividends and distributions paid the extent required by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentLoan Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Secured Party a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Secured Party shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent Secured Party over such Investment Related Property (including, without limitation, including delivery thereof to the Collateral AgentSecured Party) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent Secured Party and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent Secured Party authorizes each Grantor to retain all ordinary cash dividends and distributions permitted to be paid by to such Grantor under the issuer Credit Agreement and all scheduled payments of interest and principalpermitted to be paid to such Grantor under the Credit Agreement; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentSecured Party.

Covenants and Agreements. Each Grantor hereby (a) Notwithstanding that the Initial Warrants shall have been exercised and that any Additional Warrants shall immediately exercised upon issuance, the Parent promptly shall deliver to the Fund, at least five Business Days prior to effecting any transaction that would entitle the Fund to acquire any shares of Common Stock pursuant to this letter agreement, a notice thereof, together with a certificate, signed by the President or the Chief Executive Officer and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Parent, setting forth in reasonable detail the event entitling the Fund to acquire such shares of Common Stock, the number of such shares of Common Stock that the Fund is entitled to acquire and the method by which the number of such shares of Common Stock was calculated. (b) The Parent covenants and agrees that all shares of Common Stock which may be issued pursuant to this letter agreement will be duly authorized, validly issued and fully paid and nonassessable, will be free and clear of any Liens, and will not be subject to any preemptive or similar rights that have not been waived. (c) The Parent covenants and agrees that, as promptly as practicable, and in any event within five Business Days after the extent issuance of any shares of Common Stock pursuant to this letter agreement, the Parent shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock so issued. The Person entitled to receive such certificates shall be treated for all purposes as having been the record holder of the Collateral includes any Investment Related Property:shares of Common Stock represented by such certificate at the time of issuance of such shares, notwithstanding that such certificate may not have been delivered at such time. (id) in The Parent shall at all times reserve and keep available for issuance such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the event it acquires rights in issuance of all shares of Common Stock that may be issuable pursuant to this letter agreement, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient authorized but unissued shares of Common Stock to permit such Investment Related Property after reservation or to permit the date hereof, issuance of all shares of Common Stock that may be issuable pursuant to this letter agreement. (e) The Parent covenants and agrees that it shall deliver to not change the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest par value of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by Common Stock without the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control prior written consent of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentFund.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in unless otherwise permitted under the event it acquires rights in any such Investment Related Property after Credit Agreement, without the date hereofprior written consent of the Collateral Agent, it shall deliver not vote to enable or take any other action to: cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests owned by such Grantor which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC unless prior to taking such actions, such Grantor shall promptly notify the Collateral Agent a completed Pledge Supplementin writing of any such election or action and, substantially in the form of Exhibit A attached heretosuch event, together with shall take all Supplements steps necessary to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of establish the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required herebyAgent's "control" thereof; (ii) except as provided in without the next sentenceprior written consent of the Collateral Agent, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of it shall not permit any issuer of any Pledged Equity Interest which is a Subsidiary of such Investment Related PropertyGrantor to merge or consolidate unless (i) if such issuer is required to be a Grantor under this Agreement, such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity which is a Subsidiary of such Grantor and which is owned by such Grantor is, upon such merger or consolidation, pledged hereunder; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable only be required to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property pledge equity interests in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalaccordance with Section 2.2; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral AgentAgent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee following the occurrence and during the continuation of an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) With respect to any Investment Related Property issued by a Subsidiary of such Grantor and any other Investment Related Property with a fair market value in excess of $2,500,000 individually that is a Certificated Security or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) owned by such Grantor, it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. (ii) With respect to any Investment Related Property issued by a Subsidiary of such Grantor and any other Investment Related Property with a fair market value in excess of $2,500,000 individually that is an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account) owned by such Grantor, it shall cause the issuer of such uncertificated security (to the extent such issuer is not a Loan Party or a Subsidiary of a Loan Party), or, in the event it acquires rights in any such Investment Related Property after the date hereofissuer is not an Affiliate of such Grantor, it shall deliver use commercially reasonable efforts to cause such issuer of such uncertificated security, to either (i) register the Collateral Agent a completed Pledge Supplement, as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit A attached heretoB hereto or such other form reasonably satisfactory to the Collateral Agent, together pursuant to which such issuer agrees to comply with all Supplements the Collateral Agent’s instructions with respect to Schedules theretosuch uncertificated security without further consent by such Grantor. Each Loan Party agrees on behalf of itself and its Subsidiaries to comply with instructions originated by the Collateral Agent issued pursuant to this Agreement with regard to any Uncertificated Securities of such Loan Party or any of its Subsidiaries constituting Collateral without further consent of the owner thereof. (iii) In addition to the foregoing, reflecting such new subject to Section 5.13(c) of the Credit Agreement, if any issuer of any Investment Related Property and all (other than Pledged Debt) with a fair market value in excess of $2,500,000 owned by a Grantor is located in a jurisdiction outside of the United States, such Investment Related Property. Notwithstanding Grantor shall take such additional actions, or, in the foregoingevent such issuer is not an Affiliate of such Grantor, it is understood shall use commercially reasonable efforts to take such additional actions, including causing the issuer to register the pledge on its books and agreed that records or making such filings or recordings, in each case as may be necessary under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all such or any portion of the Investment Related Property immediately upon to its name or the name of its nominee or agent. In addition, from and after the occurrence of and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time, without notice to any Grantor’s acquisition , subject to the terms of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, to exchange any certificates or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of instruments representing any such Investment Related Property, then (a) such dividends, interest Property for certificates or distributions and securities instruments of smaller or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agentlarger denominations.

Covenants and Agreements. Each Grantor In order to induce Lender to forbear from the exercise of certain of its rights and remedies with respect to the Existing Defaults, Borrower hereby covenants and agrees with Lender as follows: (a) Borrower shall, upon notice from Lender, make Borrower Representatives available for meetings with Lender. Borrower shall cooperate fully, and shall cause each Borrower Representative to cooperate fully, in furnishing information and taking such other action as and when requested by Lender regarding Borrower’s assets, affairs, financial condition and operations. Borrower authorizes Lender to meet or have discussions with any Borrower Representative from time to time to discuss any matters regarding Borrower’s assets, affairs, condition (financial or otherwise) and operations, and shall direct and authorize, and hereby directs and authorizes, all Borrower Representatives to fully disclose to Lender all information requested by Lender regarding Borrower’s assets, affairs, condition (financial or otherwise) and operations. Borrower acknowledges and agrees that to all fees, costs and expenses incurred or charged by Lender in connection with the extent any analysis and review of Borrower’s assets, affairs, condition (financial or otherwise) and operations shall constitute a part of the Obligations that will be secured by the Collateral includes and shall be payable by Borrower upon demand by Lender. Borrower waives and releases any Investment Related Property:Borrower Representative from the operation and provisions of any confidentiality agreement with Borrower so that such Borrower Representative is not prohibited from providing information to Lender. Borrower shall promptly, when and as requested by Lender, provide Lender with access to Borrower’s original books and records and permit Lender to make copies thereof. (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no An Event of Default shall have occurred if Borrower fails to comply with any term, condition or covenant set forth in this Agreement or if any representation made by Borrower under or in connection with this Agreement shall prove to be false or misleading in any material respect as of the date when made and be continuing(ii) if an Event of Termination occurs, Lender has the Collateral Agent authorizes each Grantor right to retain all ordinary cash dividends and distributions paid by the issuer exercise any and all scheduled payments of interest its rights and principal; and (iii) each Grantor consents remedies described in the Loan Agreement and the other Loan Documents, including to cease the grant funding of any request by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentBorrowers for Advances.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to that, except as otherwise not prohibited by the extent any of the Collateral includes any Investment Related PropertyFacilities Agreement: (i) in without the event prior written consent of the Administrative Agent, it acquires rights shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Grantor with respect to any Investment Related Property after or adversely affects the validity, perfection or priority of the Administrative Agent’s security interest (except for transactions permitted by the Facilities Agreement), (b) other than as permitted under the Facilities Agreement, permit any issuer, which such Grantor controls, of any Pledged Equity Interest to dispose of all or a material portion of their assets, (c) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt that could reasonably be expected to materially and adversely affect the value of such Collateral or the validity, perfection or priority of the Administrative Agent’s security interest, or (d) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof, it shall deliver hereof to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements elect or otherwise take any action to Schedules thereto, reflecting cause such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the Collateral UCC unless such Grantor shall promptly notify the Administrative Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure in writing of any Grantor to deliver a supplement to Schedule 4.4 as such election or action takes all steps required herebyby Section 4.4.1(b) with respect thereto; (ii) except as provided it shall comply in the next sentence, in the event such Grantor receives all material respects with all of its obligations under any dividends, interest partnership agreement or distributions on limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral extent it deems it to be in such Grantor’s best interest to do so; (iii) without the prior written consent of the Administrative Agent) and pending , it shall not permit any such action issuer, that such Grantor shall be deemed controls, of any Pledged Equity Interest to hold merge or consolidate unless, to the extent required under Section 2.2 (i) such dividendsissuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, interestand (ii) all the outstanding Capital Stock or other equity interests of the surviving or resulting corporation, distributionslimited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in trust for the benefit respect of the Collateral Agent and shall segregate such dividendsoutstanding equity interests of any other constituent Grantor, distributionsin each case, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long except as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid permitted by the issuer and all scheduled payments of interest and principalFacilities Agreement; and (iiiiv) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property Pledged Equity Interests to the Collateral AgentAdministrative Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Administrative Agent or its nominee following an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (aA) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (bB) such Grantor shall immediately promptly take all reasonable steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, or if an Event of Default shall have occurred and be continuing so long as the Collateral Agent has not given prior notice to such Grantor to the contrary, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent; (iv) each Grantor shall promptly deliver to Collateral Agent a copy of each notice sent or received by it in respect of any Investment Related Property if the subject of such notice would reasonably be expected to materially and adversely affect the interests of the Secured Parties (it being understood that any notice relating to the obligation to make a Restricted Junior Payment (or any event that could trigger the obligation to make a Restricted Junior Payment) not permitted by the Credit Agreement is deemed to be materially adverse to the interests of the Secured Parties); (v) [reserved]; (vi) each Grantor agrees that it will cooperate with Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Investment Related Property or following the occurrence and during the continuance of an Event of Default, to the extent requested by the Collateral Agent, to effect any sale or transfer thereof.

Covenants and Agreements. Each Grantor hereby covenants and agrees that that, subject to the extent any of the Collateral includes any Investment Related PropertyIntercreditor Agreement: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall promptly deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, winding up, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall promptly be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, to the Collateral Agent authorizes extent permitted to do so under Section 5.12 of the Credit Agreement, each Grantor to may retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent; and (iv) each Grantor agrees that it shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Related Property to any Person other than the Collateral Agent, except as otherwise permitted by the Credit Agreement and subject to the terms of the Intercreditor Agreement, the Revolving Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the with Collateral includes any Investment Related PropertyAgent and each other Secured Party that: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Security Agreement Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed each Grantor agrees that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 4.2 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately within fifteen (15) Business Days take all steps, if any, necessary or advisable reasonably requested by Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and the same shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest interest, in each case, solely to the extent the same is expressly permitted by the terms and principal; andprovisions of the Revenue Sharing and Securities Purchase Agreement; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Canadian Agent, no less frequently than on an annual basis or as otherwise expressly required by the Credit Agreement, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Canadian Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, amalgamation, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable steps reasonably requested by the Canadian Agent to ensure the validity, perfection, priority and, if applicable, control of the Collateral Canadian Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Canadian Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Canadian Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Canadian Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Canadian Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to until payment in full of all Obligations (other than unmatured contingent obligations), the extent any cancellation or termination of all Commitments, the expiration or termination of the Collateral includes any Investment Related PropertySwap Agreement, all Hedge Agreements and all agreements for Specified Secured Hedge Indebtedness and the cancellation or expiration of all outstanding Letters of Credit: (i) in the event it acquires rights in any such Investment Related Property Property, with a value in excess of $1,000,000 (except with respect to Pledged Equity Interests) after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately within ten (10) Business Days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby;; and (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agentinterest.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Agent, no less frequently than on a quarterly basis or as otherwise expressly required by the Credit Agreement, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 4.05 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable reasonably requested by the Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentAgent of a security interest in all Investment Related Property.

Covenants and Agreements. Each Grantor hereby A deviation from the provisions of this Article IV shall not constitute a default under this Security Agreement if such deviation is consented to in writing by Secured Party. Without the prior written consent of Secured Party, Debtor will at all times comply with the covenants contained in this Article IV, from the date hereof and agrees for so long as any part of the Secured Obligations is outstanding. Debtor recognizes that one or more financing statements pertaining to the extent Collateral provided by Debtor will be filed in one or more filing offices. Debtor will promptly notify Secured Party of any condition or event that may change the proper location for the filing of any financing statements or other public notice or recordings for the purpose of perfecting a security interest in the Collateral. Without limiting the generality of the Collateral includes foregoing, Debtor will (a) promptly notify Secured Party of any Investment Related Property: change (i) in the event it acquires rights in any location of the office where such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially Debtor keeps its records concerning its Accounts or (ii) in the form "location" of Exhibit A attached heretosuch Debtor within the meaning set forth in the Code or the jurisdiction in which Debtor is incorporated, together with all Supplements organized or formed; (b) prior to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest any of the Collateral Agent shall attach provided by Debtor becoming so related to all any particular real estate so as to become a fixture on such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencereal estate, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control notify Secured Party of the Collateral Agent over description of such Investment Related Property (includingreal estate and the name of the record owner thereof, without limitation, delivery thereof to the Collateral Agent) and pending any extent such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities real estate is not already encumbered in favor or other property in trust for the benefit of Secured Party to secure the Collateral Agent Secured Obligations; and shall segregate such dividends(c) promptly notify Secured Party of any change in Debtor's name, distributionsidentity or structure. In any notice furnished pursuant to this paragraph, Securities Debtor will expressly state that the notice is required by this Security Agreement and contains facts that will or may require additional filings of financing statements or other property from all other property notices for the purpose of continuing perfection of Secured Party's security interest in the Collateral. Further, Debtor authorizes Secured Party to file, at the expense of such Grantor. Notwithstanding the foregoingDebtor, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer any and all scheduled payments financing statements, pursuant to Article 9 of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Code, as Secured Party deems necessary, in its sole discretion, in conjunction with this Security Interest in all such Investment Related Property to the Collateral AgentAgreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall immediately notify the Agent thereof and deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements supplements to Schedules thereto, reflecting hereto identifying such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 SCHEDULE III as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; and (iii) if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, such Grantor shall, upon the request of the Agent, take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each Grantor consents case as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure the grant by each other Grantor validity, perfection and priority of a Security Interest in the security interest of the Agent. Upon the occurrence of an Event of Default and during the continuance thereof, the Agent shall have the right, without notice to any Grantor, to transfer all such or any portion of the Investment Related Property to its name or the Collateral Agentname of its nominee or agent. In addition, the Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) subject to Section 4.4.1(b), in the event it acquires rights in any such Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Collateral Investment Related Property and all other such Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Collateral Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby;; and (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Collateral Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such subject to the materiality threshold set forth in Section 4.4.4(a)(iii), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agentinterest.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Material Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Material Investment Related Property and all other such Material Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principalinterest; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalinterest, in each case as permitted under the Loan Documents; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any Investment Related Property with a value in excess of $500,000 individually or $1,000,000 in the aggregate together with all such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalinterest; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor Debtor hereby covenants and agrees that to until the extent any of the Collateral includes any Investment Related PropertySecured Obligations have been paid in full: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Secured Party a completed Pledge SupplementSupplement to Security Agreement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Secured Party shall attach to all such Investment Related Property immediately upon any GrantorDebtor’s acquisition of rights therein and shall not be affected by the failure of any Grantor Debtor to deliver a supplement to Schedule 4.4 A of the Diligence Certificate as required hereby; (ii) except as provided in the next sentence, in the event such Grantor Debtor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor Debtor shall immediately take all steps, if any, necessary necessary, or advisable and commercially reasonable to ensure the validity, perfection, priority and, if applicable, control validity and perfection of the Collateral Agent Secured Party over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; andSecured Party); (iii) it shall comply with all of its obligations under any partnership or limited liability company agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property related to Persons that are not Subsidiary Guarantors; (iv) each Grantor Debtor consents to the grant by each other Grantor Debtor of a Security Interest security interest in all such Investment Related Property to the Collateral AgentSecured Party and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Secured Party or its nominee following an Event of Default and to the substitution of the Secured Party or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto; (v) with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit B hereto pursuant to which the securities intermediary shall agree to comply with the Secured Party’s “entitlement orders” without further consent by such Debtor. With respect to any Investment Related Property that is a “Deposit Account”, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit C hereto, pursuant to which the Secured Party shall have both sole dominion and control over such Deposit Account and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Such Debtor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Issue Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Issue Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts (provided, however, that no Debtor shall be obligated to comply with the terms of this clause (v) with respect to any Deposit Account or Securities Account if the average closing balance for a period of five consecutive Business Days of such Deposit Account or Securities Account, when taken together with the average closing balance for such period of all other Deposit Accounts and Securities Accounts of all of the Debtors (including such Debtor) with respect to which such terms have not been complied with, does not exceed $500,000 in the aggregate); and (vi) with respect to any Investment Related Property in which it currently has rights, it shall have complied with the provisions of this Section on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Debtor it shall comply with the provisions of this Section immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Secured Party. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Secured Party, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to register the Secured Party as the registered owner thereof on the books and records of the issuer.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, subject to the terms of the Intercreditor Agreement, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the with Collateral includes any Investment Related PropertyAgent and each other Secured Party that: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed each Grantor agrees that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities Securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities Securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, reasonably necessary or advisable reasonably requested by Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Pledge and Security Agreement Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities Securities or other property in trust for the benefit of the Collateral Agent and the same shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principalinterest, in each case, to the extent that the same are expressly permitted by the Credit Agreement; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the with Collateral includes any Investment Related PropertyAgent and each other Secured Party that: (i) in the event it acquires rights in any Investment Related Property with a value in excess of $2,000,000 individually after the date hereof (to the extent such Investment Related Property after is required to be pledged to the date hereofCollateral Agent pursuant to this Agreement), it shall deliver to the Collateral Agent, within ninety (90) days of such Grantor acquiring rights therein (or such longer period as Collateral Agent may agree), a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed each Grantor agrees that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to provide notice or deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities Securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities Securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly and in any event within thirty (30) Business Days (or such longer period as may be agreed to in writing by Collateral Agent in its sole discretion) take all steps, if any, necessary or advisable that Collateral Agent may reasonably request to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, if applicable, delivery thereof to the Collateral Agent) to the extent required by clause (i) above and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities Securities or other property in trust for the benefit of the Collateral Agent and the same shall segregate such dividends, distributions, Securities or other property (subject to the last sentence of this clause (ii)) be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuingcontinuing for which Collateral Agent shall have delivered written notice to the Grantors that their rights under this sentence are suspended, the Collateral Agent authorizes each Grantor to retain (and not segregate) and utilize all ordinary cash dividends dividends, interest and other distributions paid to it for any purpose not prohibited by the issuer and all scheduled payments of interest and principalCredit Agreement; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any Investment Related Property with a value in excess of $1,000,000 individually or $2,000,000 in the aggregate together with all such Investment Related Property after the date hereofhereof (for the avoidance of doubt, other than Investment Related Property credited to a Securities Account that is not an Excluded Account), it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalinterest; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor The Pledgor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property Pledged Equity Interests after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related PropertyPledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property Pledged Equity Interests immediately upon any Grantor’s the Pledgor's acquisition of rights therein and shall not be affected by the failure of any Grantor the Pledgor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor the Pledgor receives any dividends, interest or distributions on any such Investment Related PropertyPledged Equity Interests, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Propertythe Company, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor the Pledgor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, and subject to the terms of the Intercreditor Agreement, priority and, if applicable, control of the Collateral Agent over such Investment Related Property Pledged Equity Interests (including, without limitation, delivery thereof to the First Lien Collateral Agent or Collateral Agent, as applicable, in accordance with the Intercreditor Agreement) and pending any such action such Grantor the Pledgor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the First Lien Collateral Agent and the Collateral Agent and shall segregate such dividends, distributions, Securities securities or other property from all other property of such Grantorthe Pledgor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor the Pledgor to retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principalinterest; and (iii) each Grantor consents to without the grant by each other Grantor prior written consent of a Security Interest in all such Investment Related Property to the Collateral Agent, it shall not permit the Company to merge or consolidate unless (i) the surviving entity creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity which is a Subsidiary of the Pledgor and which is owned by the Pledgor is, upon such merger or consolidation and subject to the terms of the Intercreditor Agreement, pledged hereunder.

Covenants and Agreements. Each Grantor hereby covenants Section 6.1 Conduct of Business until Effective Time. (a) From the date of this Agreement until the Effective Time, except with the prior written consent of HIG or as required by this Agreement, VBI will conduct, and agrees that will cause the VBI Subsidiaries to conduct, their respective businesses in the extent any of usual and ordinary course in substantially the Collateral includes any Investment Related Propertysame manner as currently conducted and shall use reasonable efforts to preserve their relations with customers, agents, employees and others having business dealings with VBI or the VBI Subsidiaries. Without limiting the foregoing, VBI: (i) will not (A) declare or pay any dividends other than dividends on the Preferred Stock provided for in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest terms of the Collateral Agent shall attach to all such Investment Related Property immediately upon Preferred Stock; or (B) effect any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required herebystock split, stock dividend, reclassification or other similar transaction; (ii) will not, and will not permit any VBI Subsidiary to: (A) merge or consolidate with any Person, except as provided that a Subsidiary may merge or consolidate with another Subsidiary or with VBI; (B) make any acquisition or disposition, or enter into an agreement to make any acquisition or disposition, of the stock or assets of any Person, which shall involve the expenditure or receipt of more than $1 million (in cash or market value of securities or both), except for portfolio and similar transactions in the next sentenceordinary course of investment operations and except that it or a VBI Subsidiary may acquire stock or assets of a VBI Subsidiary; (C) authorize the creation or issuance of or issue, in the event such Grantor receives sell or dispose of, or create any dividendsobligation to issue, interest sell or distributions on dispose of, any such Investment Related Property, shares of its capital stock or any securities or other property upon the mergerobligation convertible into or exchangeable for, consolidationany shares of its capital stock except pursuant to existing obligations; (D) enter into or amend any employment contract with any of its officers, liquidation directors or dissolution employees earning annual compensation of more than $100,000, adopt or amend any issuer of Employee Benefit Plan in any such Investment Related Propertymaterial respect or make any payments, then (a) such dividends, interest awards or distributions under any Employee Benefit Plan or otherwise not consistent with past practice or custom except (x) as required by a contract in existence on the date hereof and securities listed in Schedules 5.8 or other property shall be included 5.12; or (y) as necessary to make any Employee Benefit Plan of it listed on Schedules 5.8 or 5.12 meet the requirements of ERISA to the extent such amendment is described in the definition of Collateral without further action and either such schedule or is approved by HIG; or (bE) such Grantor shall immediately take all stepsinitiate, if anysolicit, necessary encourage, negotiate, discuss, consider or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property entertain (including, without limitation, delivery thereof by way of furnishing information or assistance orally or in writing), or take any other action to facilitate, any inquiries or the Collateral Agent) and pending making of any proposal that relates to, constitutes, or may be expected to lead to, or for the purpose of evaluating the feasibility or advisability of making, any Acquisition Proposal (as defined below), or enter into, maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or for the purpose of obtaining an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors or employees or any of its Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of them to take any such action such Grantor action. As used in this provision, "Acquisition Proposal" shall be deemed to hold such dividendsmean any of the following involving VBI or any VBI Subsidiary: (i) any merger, interestconsolidation, distributionsshare exchange, securities recapitalization, business combination, or other property in trust for the benefit similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of any material amount of the Collateral Agent assets of VBI and shall segregate such dividendsthe VBI Subsidiaries, distributionstaken as a whole, Securities in a single transaction or other property from all other property series of such Grantor. Notwithstanding transactions (including, without limitation, by means of any reinsurance or comparable agreement) outside of the foregoing, so long as no Event ordinary course of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalbusiness; and (iii) each Grantor consents to any offer for any of the grant by each other Grantor outstanding shares of capital stock of VBI or the filing of any documents under the Securities Act or the Exchange Act in connection therewith; or (iv) any public announcement of a Security Interest proposal, plan or intention to do any of the foregoing or any agreement to engage in all such Investment Related Property to any of the Collateral Agentforegoing; provided, however, that, unless HIG shall have previously given VBI written notice of its waiver of the condition contained in Section 8.7 of this Agreement, the provisions of this Section 6.1(a)(ii)(E) shall not apply during the period beginning on April 1, 1997 and ending on the earlier of the termination of this Agreement and VBI's receipt of written notice from HIG that it has waived the condition contained in Section 8.7 of this Agreement.

Covenants and Agreements. Each Grantor The Pledgor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property Pledged Equity Interests after the date hereof, it shall deliver to the Collateral Agent Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property Pledged Equity Interests and all other such Investment Related PropertyPledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Trustee shall attach to all such Investment Related Property Pledged Equity Interests immediately upon any Grantor’s the Pledgor's acquisition of rights therein and shall not be affected by the failure of any Grantor the Pledgor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor the Pledgor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property (other than cash) upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Propertythe Company, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor the Pledgor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent Trustee in accordance with the Collateral Trust Agreement) over such Investment Related Property Pledged Equity Interests (including, without limitation, delivery thereof to the Collateral AgentTrustee in accordance with the Collateral Trust Agreement) and pending any such action such Grantor the Pledgor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent Trustee and shall segregate such dividends, distributions, Securities securities or other property from all other property of such Grantorthe Pledgor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor Pledgor shall be entitled to receive and retain all ordinary any dividends or distributions on the Pledged Equity Interests paid in cash dividends and distributions paid by the issuer and all scheduled payments such dividends or distributions so received shall be deemed released from the Liens granted by this Agreement; (iii) without the prior written consent of the Collateral Trustee, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of the Pledgor with respect to any Pledged Equity Interests or adversely affects the validity, perfection or priority of the Collateral Trustee's security interest or (b) cause the Pledged Equity Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if the Company takes any such action in violation of the foregoing in this clause (b), the Pledgor shall promptly notify the Collateral Trustee in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Trustee's "control" thereof; provided, further, that notwithstanding the foregoing, so long as such actions are in accordance with the Parity Lien Documents and principalso long as no Event of Default has occurred and is continuing, the Pledgor may enable or allow the Company, and nothing in this Agreement shall restrict the Company, to offer, issue, sell or otherwise dispose of, any equity securities, or any options, warrants or other rights convertible, exercisable or exchangeable at any time into any equity securities of the Company, or to amend the articles of incorporation of the Company to change the authorized number of shares of capital stock of the Company or to designate the rights and preferences of any series of preferred stock, or amend the bylaws of the Company to provide for any rights to nominate directors with respect to any stockholder, or among the stockholders, of the Company, or any rights of any stockholder to special voting on any matters; (iv) it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Equity Interests and shall enforce all of its rights with respect to any Pledged Equity Interests, except where such failure to comply or enforce could not reasonably be expected to have a Material Adverse Effect; and (iiiv) each Grantor consents to without the grant by each other Grantor prior written consent of a Security Interest in all such Investment Related Property to the Collateral AgentTrustee, it shall not permit the Company to merge or consolidate unless (i) the surviving entity creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Credit Parties.

Covenants and Agreements. Each Grantor hereby In addition to any and all other covenants and agreements by Pledgor under this Pledge, Pledgor further covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (ia) Pledgor shall defend the Collateral against the claims and demands of all persons whomsoever and Pledgor shall likewise defend Lender's right, title and interest thereto and security interest therein against all claims and demands of any other person or party at any time claiming the same or any interest therein adverse to Lender. (b) Pledgor will only conduct business (other than de minimus business) in the event jurisdictions in which it acquires rights is qualified to conduct business. (c) Pledgor shall not directly or indirectly assign, pledge, hypothecate, transfer, exchange, grant any option or security interest in any such Investment Related Property after the date hereofand with respect to, it shall deliver to or otherwise dispose of or encumber, the Collateral Agent a completed Pledge Supplementor any beneficial or other interest therein, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentenceLoan Documents. (d) Pledgor shall be liable for and shall from time to time pay and discharge, all taxes, assessments and governmental charges imposed on the Collateral by any federal, state or local authority. (e) Pledgor shall give Lender prompt notice of (i) the occurrence of any default under this Pledge and (ii) any action or proceeding to which Pledgor is a party, or affecting Pledgor, an adverse determination of which would affect Pledgor in any materially adverse manner or the Collateral in an adverse manner. (f) Pledgor covenants that appropriate financing statements, continuation statements or other appropriate instruments will be delivered to Lender at its request for filing under the Uniform Commercial Code of each jurisdiction as may be necessary or desirable to create, perfect and/or continue the security interest created by this Pledge to the extent such perfection may be accomplished in whole or in part by filing. All such financing statements shall describe the Collateral as it is defined in Paragraph 2 hereof. In addition, Pledgor shall deliver to Lender at its request any and all certificates evidencing Interests of Pledgor or other Collateral or evidence of the Collateral, the delivery and possession of which are necessary or desirable in order to create, maintain and/or perfect a security interest therein. (g) Pledgor shall deliver to Lender any and all Distributions payable to Lender pursuant to the terms of this Pledge and/or the Loan Documents and shall deliver to Lender all principal, interest and other sums due under any loans by Pledgor to the Partnership, the Corporation, the other partners in the event Partnership or shareholder of the Corporation. Pledgor shall promptly deliver to Lender all notes or other evidence of indebtedness with respect to such Grantor receives loans. (h) Pledgor shall perform all of its obligations under the Partnership Agreement. (i) Pledgor shall (i) not amend, modify or change the Partnership Agreement and (ii) enforce all of its rights and remedies thereunder in the exercise of its prudent business judgment. (j) Pledgor shall not, with respect to Pledgor, the Partnership or the Corporation, without the express prior written consent of Lender, (i) file a voluntary petition in bankruptcy or a petition or answer seeking or acquiescing in any dividendsreorganization or for an arrangement, interest or distributions on any such Investment Related Propertyimposition, readjustment, composition, liquidation, dissolution, winding-up or any securities other relief for itself or other property upon with respect to its debts pursuant to the merger, consolidation, liquidation United States Bankruptcy Code or dissolution any similar law or regulation of any issuer of Governmental Authority relating to any such Investment Related Propertyother relief for debtors, then now or hereafter in effect; (aii) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust make an assignment for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities creditors or other property from all other property of such Grantor. Notwithstanding the foregoing, so long admits in writing its inability to pay or fails or is generally unable to pay its debts as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalthey become due; and (iii) each Grantor consents seek, consent to or acquiesce in the grant by each other Grantor appointment of a Security Interest receiver, trustee, custodian, conservator, liquidator or other similar official of such party, for all or any part of the Collateral; (iv) commit any voluntary "act of insolvency" as such term is defined in all such Investment Related Property the United States Bankruptcy Code or any state law or similar law or regulation of any federal, state, domestic, foreign or other jurisdiction (v) take any action in furtherance of the foregoing or; (vi) fail to deny in a timely manner the Collateral Agentmaterial allegations of a filing of any petition or answer described in Paragraph 10(a)(vi) below. (k) Pledgor shall not permit the liquidation, dissolution, winding up or discontinuation, in whole or in part, of Pledgor, the Partnership or the Corporation without the express prior written consent of Lender.

Covenants and Agreements. Each Grantor Pledgor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) it shall not vote to enable or take any other action to: (a) amend or terminate any limited liability company agreement or other organizational documents in any way that materially changes the rights of Pledgor with respect to any Pledged LLC Interests or adversely affects the validity, perfection or priority of Secured Party's security interest, (b) other than as permitted under the Indenture, permit Company to dispose of all or a material portion of its assets, or (c) waive any default under or breach of any terms of organizational document relating to Company; (ii) in the event it acquires rights in any such Investment Related Property Pledged LLC Interests after the date hereof, it shall deliver to the Collateral Agent Secured Party a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property Pledged LLC Interests and all other such Investment Related PropertyPledged LLC Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Secured Party shall attach to all such Investment Related Property Pledged LLC Interests immediately upon any Grantor’s Pledgor's acquisition of rights therein and shall not be affected by the failure of any Grantor Pledgor to deliver a supplement to Schedule 4.4 4.2 as required hereby; (iiiii) except as provided in the next sentence, in the event such Grantor Pledgor receives any dividends, interest or distributions on any such Investment Related PropertyPledged LLC Interests, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related PropertyPledged LLC Interests, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor Pledgor shall immediately take all steps, if any, necessary or advisable to ensure the validity, validity and perfection, priority and, if applicable, control of the Collateral Agent Secured Party over such Investment Related Property Pledged LLC Interests (including, without limitation, delivery thereof to Secured Party or Credit Facility Secured Party pursuant to the Collateral Agentterms of the Intercreditor Agreement to the extent then in effect) and pending any such action such Grantor Pledgor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent Secured Party and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such GrantorPledgor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent Secured Party authorizes each Grantor Pledgor to retain all ordinary cash dividends and distributions paid by in the issuer normal course of business and all scheduled payments of interest interest; (iv) it shall comply with all of its obligations under any limited liability company agreement relating to Pledged LLC Interests and principalshall enforce all of its rights with respect to any Pledged LLC Interests; and (v) it shall not permit Company to merge or consolidate unless (i) Company creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent company and (iii) each Grantor consents to permitted by the grant by each other Grantor terms of a Security Interest in all such Investment Related Property to the Collateral AgentIndenture.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Property: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver continue to collect all amounts due or to become due to such Grantor under the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property Receivables and all other such Investment Related Propertyany Supporting Obligation. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach have the right, subject to all such Investment Related Property immediately upon the terms of the Intercreditor Agreement, at any Grantor’s acquisition time after and during the continuance of rights therein and shall not be affected by the failure an Event of Default to: (1) notify, or require any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided notify, any Account Debtor of the Collateral Agent’s security interest in the next sentenceReceivables and any Supporting Obligation and direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and (3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the event same manner and to the same extent as such Grantor receives might have done. If the Collateral Agent notifies any dividendsGrantor that it has elected to collect the Receivables in accordance with the preceding sentence, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution payments of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) Receivables received by such Grantor shall immediately take all stepsbe forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if anyrequired, necessary or advisable to ensure the validity, perfection, priority and, if applicablesubject to the terms of the Intercreditor Agreement, in the Collateral Account maintained under the sole dominion and control of the Collateral Agent over such Investment Related Property Agent, and until so turned over, all amounts and proceeds (including, without limitation, delivery thereof to the Collateral Agentincluding checks and other instruments) and pending any such action received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Collateral Agent hereunder and shall segregate such dividends, distributions, Securities or be segregated from other property from all other property funds of such GrantorGrantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon. Notwithstanding any of the foregoing, so long as no Event of Default shall have occurred and be continuingforegoing to the contrary, the Collateral Agent authorizes each Grantor shall not be permitted to retain all ordinary cash dividends and distributions paid by take any of the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents foregoing actions to the grant extent they would be prohibited by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agentapplicable law or Governmental Authorization.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Revolving Collateral Agent Agent, no less frequently than on a quarterly basis, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the applicable security interest of the Revolving Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall shall, subject to the terms of the Intercreditor Agreement, immediately take all steps, if any, necessary or advisable steps reasonably requested by the Revolving Collateral Agent to ensure the validity, perfectionperfection and priority of the security interest purported to be granted hereby to the Revolving Collateral Agent in such Investment Related Property, priority and, if applicable, and the control of the Revolving Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Revolving Collateral Agent) ), and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Revolving Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor, provided, however, that to the extent that any such Investment Related Property constitutes Fixed Collateral, prior to the Discharge of Term Obligations, the Grantor shall satisfy the requirements of this subsection relating to delivery and control by establishing such control and delivering such property to, and registering as owner of any uncertificated securities, the Term Collateral Agent in accordance with the terms of the Intercreditor Agreement, and by using commercially reasonable efforts to separately establish the Revolving Collateral Agent's independent control where possible. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Revolving Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalinterest; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Revolving Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) with respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the event it acquires rights in Collateral (and, for the avoidance of doubt, excluding any such Investment Related Property after of the date hereofforegoing which constitute Excluded Property), it each Grantor or Holdings, as applicable, shall deliver to ensure that the Collateral Agent a completed Pledge Supplementhas Control thereof; (ii) with respect to any Securities Accounts or Securities Entitlements included in the Collateral, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Securities Entitlements to enter into an agreement substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting C hereto (or such new Investment Related Property other agreement in form and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof substance reasonably satisfactory to the Collateral Agent) and pending any pursuant to which such action Securities Intermediary shall agree to comply with the Collateral Agent’s entitlement orders (as defined in Section 8-102(a)(8) of the UCC) without further consent by such Grantor or Holdings; (iii) with respect to any Deposit Account included in the Collateral, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such Deposit Account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank (within the meaning of Section 9-102(a)(8) of the UCC) shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor; and (iv) with respect to any Commodity Accounts or Commodity Contracts included in the Collateral, each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. Notwithstanding the foregoing or any other provision of the Loan Documents to the contrary, the Depositary Agreement shall be deemed to hold such dividendsmeet the requirements of this Section 4.8 solely with respect to the Depositary Accounts governed by, interestand subject to, distributions, securities or other property in trust the Depositary Agreement for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid such Depositary Accounts are governed by the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentDepositary Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that that: (i) on or before the Effective Date, each Grantor shall (a) execute and deliver to the extent any Collateral Agent, for each Collateral Deposit Account (other than the Excluded Accounts), an agreement in form and substance acceptable to the Collateral Agent, pursuant to which (i) the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such Collateral Deposit Account, and (ii) upon notice (a “Notice of Termination of Grantor’s Management Rights”) by the Collateral Agent to the bank where the Collateral Deposit Account is located, such bank shall no longer follow instructions of such Grantor but shall follow instructions only of the Collateral includes any Investment Related Property: Agent, and (b) establish lock box service (the “Lock Boxes”) with the bank(s) set forth on Schedule III under the heading “Lock Boxes”, which lock boxes shall be subject to irrevocable lockbox agreements in form and substance acceptable to the Collateral Agent and shall be accompanied by (i) an acknowledgment by the bank where the Lock Box is located of the Lien of the Collateral Agent granted hereunder and (ii) an agreement to, upon notice by the Collateral Agent to the bank where the Lock Box is located, wire all amounts collected therein to the Collection Account (a “Lock Box Agreement”). The Collateral Agent shall give such Notices of Termination of Grantor’s Management Rights to the banks where the Collateral Deposit Accounts and Lock Boxes are located (i) in the event it acquires rights that, at any time, Availability is less than $35,000,000 and (ii) in its discretion, upon the occurrence of an Event of Default (any such Investment Related Property after the date hereofevent, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby“Dominion Event”); (ii) except as provided each Grantor shall direct all of its Account Debtors to forward payments directly to Lock Boxes subject to Lock Box Agreements. The Collateral Agent shall have sole access to the Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Lock Box or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Lock Box subject to a Lock Box Agreement after notice from the Collateral Agent, the Collateral Agent shall, notwithstanding the language set forth in clause (v) of Section 4.3(b), be entitled to make such notification directly to the next sentenceapplicable Account Debtor. If notwithstanding the foregoing instructions, in the event such any Grantor receives any dividendsProceeds of any Receivables Contract, interest such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or distributions other similar payments related to or constituting payments made in respect of Receivables Contracts received by it to a Collateral Deposit Account. After the occurrence of a Dominion Event, all funds deposited into any Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by the U.S. Borrowers with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.2; (iii) before opening or replacing any such Investment Related PropertyCollateral Deposit Account, other Deposit Account, or any securities or other property upon the mergerestablishing a new Lock Box, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then each Grantor shall (a) obtain the Collateral Agent’s consent in writing to the opening of such dividendsDeposit Account or Lock Box, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all stepscause each bank or financial institution in which it seeks to open (i) a Deposit Account, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of enter into a Deposit Account Control Agreement with the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof in order to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of give the Collateral Agent and shall segregate “control” (within the meaning of Section 9-104 of the UCC) over such dividendsDeposit Account, distributionsor (ii) a Lock Box, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, to enter into a Lock Box Agreement with the Collateral Agent authorizes each Grantor in order to retain all ordinary cash dividends and distributions paid by give the issuer and all scheduled payments Collateral Agent “control” (within the meaning of interest and principalSection 9-104 of the UCC) over the Lock Box. In the case of Deposit Accounts or Lock Boxes maintained with Lenders, the terms of such Deposit Account Control Agreement or Lock Box Agreement shall be subject to the provisions of the Credit Agreement regarding setoffs; and (iiiiv) each Grantor consents All amounts deposited in the Collection Accounts shall be deemed received by the Collateral Agent in accordance with Section 2.20 of the Credit Agreement and shall, after having been credited in immediately available funds to the grant Collection Account, be applied (and allocated) by each other Grantor Collateral Agent in accordance with Section 2.20 of a Security Interest the Credit Agreement. In no event shall any amount be so applied unless and until such amount shall have been credited in all such Investment Related Property immediately available funds to the Collateral AgentCollection Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Agent, no less frequently than on a quarterly basis or as otherwise expressly required by the Credit Agreement, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable steps reasonably requested by the Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principal; andinterest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, Supplement together with all Supplements supplements to Schedules schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 hereto as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor is authorized to retain all ordinary cash Americas 91413044 21 dividends and distributions paid by in the normal course of the business of an issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to until payment in full of all Obligations (other than unmatured contingent obligations), the extent any cancellation or termination of all Commitments, the expiration or termination of the Collateral includes any Investment Related PropertySwap Agreement, all Hedge Agreements and all agreements for Specified Secured Hedge Indebtedness and the cancellation or expiration of all outstanding Letters of Credit: (i) in unless otherwise permitted under the event it acquires rights in any such Investment Related Property after Credit Agreement or without the date hereofprior written consent of the Collateral Agent, it shall deliver not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that would reasonably be expected to cause a Material Adverse Effect or materially adversely affects the validity, perfection or priority of the Collateral Agent’s security interest in any Investment Related Property, (b) permit any issuer of any Pledged Equity Interest to dispose of all or a material portion of their assets, (c) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (d) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC, unless such Grantor shall promptly notify the Collateral Agent a completed Pledge Supplementin writing of any such election or action and, substantially in the form of Exhibit A attached heretosuch event, together with shall take all Supplements steps necessary or advisable to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of establish the Collateral Agent shall attach to all such Investment Related Property immediately upon any GrantorAgent’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby“control” thereof; (ii) except Except as provided in otherwise permitted under the next sentenceFirst Lien Credit Documents, in without the event such Grantor receives any dividendsprior written consent of the Collateral Agent, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of it shall not permit any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be Pledged Equity Interest included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary to merge or advisable to ensure consolidate unless the validity, perfection, priority and, if applicable, control covenants of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid by the issuer and all scheduled payments of interest and principalFirst Lien Credit Documents are complied with; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all such Investment Related Property to the Collateral AgentAgent and, without limiting the foregoing, consents following an Event of Default that is continuing to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees with the Secured Party that to from and after the extent any date of this Agreement until the Collateral includes any Investment Related Propertypayment in full of all Secured Obligations that: (i) in the event it acquires rights in any such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Secured Party a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Secured Party shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent Secured Party over such all of the foregoing including, without limitation, any Investment Related Property (including, without limitation, delivery thereof to the Collateral AgentSecured Party) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent Secured Party and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent Secured Party authorizes each Grantor to retain and apply all ordinary cash dividends dividends, distributions, and distributions paid by the issuer and all scheduled payments of interest and principalinterest; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral AgentSecured Party.

Covenants and Agreements. Each Grantor hereby covenants and agrees that to the extent any of the Collateral includes any Investment Related Propertythat: (i) in the event it acquires rights in any such Investment Related Property in excess of $250,000 after the date hereof, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements supplements to Schedules thereto, reflecting such new Investment Related Property and all other such Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby;; and (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any such Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents) over such Investment Related Property Property, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such GrantorAgent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to may retain all ordinary cash dividends and distributions paid by in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all such Investment Related Property to the Collateral Agentinterest.