Common use of Covenants and Agreements Clause in Contracts

Covenants and Agreements. Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; and (ii) except as provided in the next sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid 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.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Priority Lien Collateral Trustee 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent Priority Lien Collateral Trustee shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Agent Priority Lien Collateral Trustee over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security AgentPriority Lien Collateral Trustee) 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 Security Agent Priority Lien Collateral 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 Security Agent Priority Lien Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of by the issuer and all scheduled payments of interestinterest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Priority Lien Collateral Trustee.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral 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, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 4, 5, or 6 annexed to the Collateral Questionnaire, as applicable, 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii4.4.4 (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 Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the 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 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 Security Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Security Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (iA) subject to Section 4.4.1(b), in except for the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereofsecurity interest created by this Agreement and other Permitted Liens, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Collateral, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein that is not a Permitted Lien; (B) it shall 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 Security 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 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 Investment Related Property 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 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 Investment Related Property. Notwithstanding as a result of the foregoingfailure 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 Security Collateral or any portion thereof, the ability of any Grantor or the Collateral Agent shall attach to all dispose of the Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; and (ii) except as provided in the next sentence, in the event Grantor receives or any dividends, interest or distributions on any Collateral Investment Related Propertyportion thereof, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then (a) such dividends, interest or distributions rights 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), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control remedies of the Security Collateral Agent over such Collateral Investment Related Property (in relation thereto, 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 Security Collateral Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid 's rights in the normal course Collateral; and (G) it shall not sell, transfer or assign (by operation of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestlaw or otherwise) any Collateral, except for Permitted Sales.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 sentencesentence and except to the extent constituting Excluded Property, in the event such Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions that are paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and issuer, all scheduled payments of interestinterest and all 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 Investment Related Property to Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent Secured Party shall attach to all 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 sentencesentence of this clause (ii), in the event such Grantor receives any dividends, interest or distributions on arising from any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Agent Secured Party over such Collateral Investment Related Property (including, without limitation, including delivery thereof to the Security 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 Security 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 Security Agent Secured Party authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Secured Party.

Covenants and Agreements. Each Grantor hereby covenants and agrees that, except as otherwise permitted pursuant to the Credit Agreement: (i) subject except with respect to Section 4.4.1(b), 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 Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Collateral 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 Collateral Investment Related Property and all other Collateral 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 Security Collateral Agent shall attach to all 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 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral 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 Security 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 Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of GrantorCollateral Agent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past prudent business practice of the issuer and all scheduled payments of interest; and (iii) each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject except as permitted by the Indenture, it shall not vote to Section 4.4.1(b)enable or take any other action to: (A) amend or terminate any partnership agreement, in the event it acquires rights limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any Collateral 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 Collateral Agent’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, (C) permit any issuer of any Pledged Equity Interest to dispose of all or a material portion of its 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) except as otherwise provided herein, 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, within fifteen (15) days of receipt thereof, it shall deliver hereof to the Security 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 Collateral Investment Related Property and all other Collateral 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 Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required herebyUCC; and (ii) it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and, except as otherwise provided in the next sentencethis Agreement, in the event Grantor receives shall enforce all of its rights with respect to any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then ; and (aiii) 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), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if extent applicable, control each Grantor consents to the grant by each other Grantor of the Security Agent over such Collateral a security interest in all Investment Related Property (includingto Collateral Agent and, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding limiting the foregoing, so long as no consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to Collateral Agent or its nominee following an Event of Default shall have occurred and be continuing, to the Security substitution of Collateral Agent authorizes Grantor to retain or its nominee as a partner in any partnership or as a member in any limited liability company with all ordinary cash dividends the rights and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestpowers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject without the prior written consent of the Collateral Agent or the Administrative Agent, it shall not vote to Section 4.4.1(b)enable or take any other action to, except as permitted by the Credit Agreement and the other Loan Documents, 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 the Collateral Agent’s security interest; (ii) in the event that any Pledged Partnership Interests or Pledged LLC Interests included in the Collateral 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 promptly (A) notify the Collateral Agent and the Administrative Agent in writing of such treatment and (B) take all steps necessary or, in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest reasonable opinion of the Security Collateral Agent shall attach upon written notice to all such Grantor, advisable to establish the Collateral Investment Related Property immediately upon GrantorAgent’s acquisition “control” (for purposes of rights therein and shall not be affected by the failure UCC) of Grantor to deliver a supplement to Schedule 4.4 such Pledged Partnership Interests or Pledged LLC Interests, as required herebyapplicable; and (iiiii) except as provided each Grantor consents to the grant by each other Grantor of a security interest in the next sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral all Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be Property 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), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority Collateral Agent and, if applicable, control of the Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding limiting the foregoing, so long as no consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee in accordance with this Agreement following the occurrence and during the continuation of an Event of Default shall have occurred and be continuing, to the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course substitution of the business of Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the issuer rights and consistent with the past practice of the issuer powers (including economic, voting and all scheduled payments of interestcontrol rights) related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) subject to Section 4.4.1(b), in except for the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereofsecurity 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; (2) 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 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 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 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 granted or intended to be granted and agreed to hereby, which in the case of any merger or other change in corporate structure shall include, without limitation, executing and delivering to the Security 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 Collateral Investment Related Property and all merger or other Collateral 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 Security Agent value used to acquire rights in any Collateral shall attach 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 all 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 Investment Related Property immediately upon Grantor’s acquisition as a result of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; andmake such payment; (ii6) except as provided 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 next sentencevalue of the Collateral or any portion thereof, in the event ability of any Grantor receives or the Collateral Agent to dispose of the Collateral or any dividends, interest or distributions on any Collateral Investment Related Propertyportion thereof, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then (a) such dividends, interest or distributions rights 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), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control remedies of the Security Collateral Agent over such Collateral Investment Related Property (in relation thereto, including, without limitation, delivery thereof to the Security Agentlevy of any legal process against the Collateral or any portion thereof; (7) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities not take or other property in trust for permit any action which could impair the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid Collateral Agent’s rights in the normal course Collateral; and (8) such Grantor shall not sell, transfer or assign (by operation of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestlaw or otherwise) any Collateral except for Permitted Sales.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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, 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 in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject except as permitted by the Indenture, it shall not vote to Section 4.4.1(b)enable or take any other action to: (A) amend or terminate any partnership agreement, in the event it acquires rights limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any Collateral 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 Collateral Agent’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 unless pledged in accordance herewith, (C) permit any issuer of any Pledged Equity Interest to dispose of all or a material portion of its 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) except as otherwise provided herein, 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, within fifteen (15) days of receipt thereof, it shall deliver hereof to the Security 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 Collateral Investment Related Property and all other Collateral 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 Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required herebyUCC; and (ii) it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and, except as otherwise provided in the next sentencethis Agreement, in the event Grantor receives shall enforce all of its material rights with respect to any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then ; and (aiii) 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), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if extent applicable, control each Grantor consents to the grant by each other Grantor of the Security Agent over such Collateral a security interest in all Investment Related Property (includingto Collateral Agent and, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding limiting the foregoing, so long as no consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to Collateral Agent or its nominee following an Event of Default shall have occurred and be continuing, to the Security substitution of Collateral Agent authorizes Grantor to retain or its nominee as a partner in any partnership or as a member in any limited liability company with all ordinary cash dividends the rights and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestpowers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject Subject to the limitation described in Section 4.4.1(b)2.2(b) with respect to the capital stock of any Controlled Foreign Corporation, in the event it acquires rights in any Collateral Investment Related Property constituting Pledged Equity Interests or Pledged Debt, after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver comply with the requirements of Section 4.4.1(b) with respect to the 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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; andcomply 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestinterest and principal; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Collateral Trustee 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent Collateral Trustee shall attach to all Collateral 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Agent Collateral Trustee over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security AgentCollateral Trustee) 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 Security Agent Collateral 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 Security Agent Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Trustee.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property (other than Cash Equivalents credited to a Securities Account) that is Collateral after the date hereof, within fifteen (15) days hereof with a value in excess of receipt thereof$500,000 individually or $2,000,000 in the aggregate, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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; and; (ii) except as provided in the next immediately succeeding sentence, in the event such Grantor receives any dividends, interest or distributions on any Collateral Investment Related PropertyProperty that is Collateral, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of principal and interest; and (iii) each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property that is Collateral to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees as to itself and its property only that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the 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 keep and all other Collateral 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 Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; andReceivables 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution payments of any issuer of any Collateral Investment Related Property, then (a) Receivables received by such dividends, interest or distributions and securities or other property Grantor shall be included forthwith deposited by such Grantor in the definition of Collateral without further action and (b) subject exact form received, duly indorsed by such Grantor to the materiality threshold set forth Collateral Trustee if required, 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, Collateral Account maintained under the sole dominion and control of the Security Agent over Collateral Trustee, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Security Agent Collateral Trustee hereunder and shall segregate be segregated from other funds of such dividendsGrantor and such Grantor shall not adjust, distributionssettle or compromise the amount or payment of any Receivable, Securities or other property from all other property of Grantor. Notwithstanding the foregoingrelease wholly or partly any Account Debtor or obligor thereof, so long as no Event of Default or allow any credit or discount thereon; and (iv) it shall have occurred use its best efforts to keep in full force and be continuing, the Security Agent authorizes Grantor effect any Supporting Obligation or Collateral Support relating to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestany Receivable.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject in addition to Section 4.4.1(b)any other rights under this Agreement or the other Loan Documents, in the event it acquires rights in Collateral Agent may at any Collateral Investment Related Property after time notify, or require any Grantor to so notify, the date hereof, within fifteen (15) days counterparty on any Material Agreement of receipt thereof, it shall deliver to the 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent therein. In addition, after the occurrence and during the continuance of an Event of Default, the Collateral Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Agreements directly to the Collateral Agent; (ii) each Grantor shall attach deliver promptly to all the Collateral Investment Related Property immediately upon Agent a copy of each material demand, notice or document received relating in any way to any Material Agreement; (iii) each Grantor shall deliver promptly to the Collateral Agent, and in any event within ten (10) Business Days, after (1) any Material Agreement of such Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new Material Agreement is entered into by such Grantor’s acquisition , a written statement describing such event, with copies of rights therein and shall not be affected such material amendments or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the failure terms of any such Material Agreement, provided no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding compliance with this Section 4.5(b)(iii)), and an explanation of any actions being taken with respect thereto; (iv) each Grantor shall perform in all material respects all of its obligations with respect to deliver the Material Agreements; (v) each Grantor shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material Agreement, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor or the Collateral Agent may deem necessary or advisable; (vi) each Grantor shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Material Agreement; (vii) if requested by the Collateral Agent, each Grantor shall, within thirty (30) days of the date of such request, with respect to any Non-Assignable Contract, request in writing the consent of the counterparty or counterparties to the Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or granting of a supplement security interest in such Non-Assignable Contract to Schedule 4.4 the Collateral Agent and use its best efforts to obtain such consent as required herebysoon as practicable thereafter; (viii) each Grantor shall use its best efforts to prohibit anti-assignment provisions in any Material Agreements on a going-forward basis; and (iiix) except as provided in the next sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), no Grantor shall immediately take all steps, if any, necessary enter into any Intellectual Property License which prevents the exercise of remedies by the Collateral Agent with respect to any Inventory or advisable to ensure the validity, perfection, priority and, if applicable, control of the Security Agent over Equipment covered by such Collateral Investment Related Intellectual Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestLicense.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (1) without the prior written consent of the Collateral Agent, such Grantor 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 or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of any Grantor 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, (c) other than as permitted under the Securities Purchase Agreement, permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of any Grantor 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 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 (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof; (2) such Grantor 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; (3) without the prior written consent of the Collateral Agent, such Grantor shall not permit any issuer of any Pledged Equity Interest that is a direct or indirect subsidiary of any Grantor to merge or consolidate unless (i) subject to such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 4.4.1(b9508 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 Grantors; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a controlled foreign corporation (as defined in the U.S. Internal Revenue Code of 1986, as amended), then such Grantor shall only be required to pledge equity interests in accordance with Section 2(b); (4) such Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent 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 designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto; (5) such Grantor shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, a Material Adverse Effect; and (6) in the event it such Grantor acquires rights in any Collateral Investment Related Property Pledged Equity Interest or Pledged Debt after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Pledged Equity Interest or Pledged Debt and all other Collateral Investment Related PropertyPledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral Investment Related Property Pledged Equity Interest or Pledged Debt 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 III as required hereby; and (ii) except as provided in the next sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid 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.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain and use to the extent remitted under the Credit Documents, all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject other than as permitted under the Credit Agreement or without the prior written consent of Agent, it shall not vote to Section 4.4.1(b)enable or take any other action to: (a) amend or terminate any partnership agreement, in the event it acquires rights limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any Collateral 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 Agent’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 Capital Stock of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other Capital Stock of any nature of such issuer, (c) 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, within fifteen 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 (15e), such Grantor shall promptly notify Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish Agent’s “control” thereof; (ii) days without the prior written consent of receipt thereofAgent or as permitted under the Credit Agreement, it shall deliver 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 Security Agent a completed Pledge Supplement, substantially UCC) in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting collateral in which such new Collateral Investment Related Property debtor has or acquires rights, and (ii) all the outstanding Capital Stock or other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest Capital Stock of the Security Agent surviving or resulting corporation, limited liability company, partnership or other entity 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 such Grantor shall attach only be required to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required herebypledge Capital Stock in accordance with Section 2.2; and (ii) except as provided in the next sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then (aiii) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) subject Grantor consents to the materiality threshold set forth grant by each other Grantor of a security interest 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 Security Agent over such Collateral Investment Related Property (includingto Agent and, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding limiting the foregoing, so long as no consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to Agent or its nominee following the occurrence and during the continuance of an Event of Default shall have occurred and be continuing, to the Security substitution of Agent authorizes Grantor to retain or its nominee as a partner in any partnership or as a member in any limited liability company with all ordinary cash dividends the rights and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestpowers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject Subject to the limitation described in Section 4.4.1(b)2.2 with respect to the Capital Stock of any Controlled Foreign Corporation, in the event it acquires rights in any Collateral Investment Related Property constituting Pledged Equity Interests or Pledged Debt, after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent shall attach to all 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 payments, dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestinterest and principal; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the 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 keep and all other Collateral 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 Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; andReceivables; (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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution payments of any issuer of any Collateral Investment Related Property, then (a) Receivables received by such dividends, interest or distributions and securities or other property Grantor shall be included promptly (and in any event within five Business Days) deposited by such Grantor in the definition of Collateral without further action and (b) subject exact form received, duly indorsed by such Grantor to the materiality threshold set forth Collateral Agent if required, 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, Collateral Account maintained under the sole dominion and control of the Security Agent over Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Security Collateral Agent hereunder and shall segregate be segregated from other funds of such dividendsGrantor and such Grantor shall not adjust, distributionssettle or compromise the amount or payment of any Receivable, Securities or other property from all other property of 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 Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid 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.or allow any credit or discount thereon; and

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Collateral 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent Collateral Trustee shall attach to all 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 4.05 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold terms and conditions set forth in Section 4.4.4(a)(ii)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 Security Agent Collateral Trustee over such Collateral Investment Related Property (including, without limitation, delivery thereof to the 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 Security Agent Collateral 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 Security Agent Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 (iii) each Grantor consents to the grant by each other Grantor to the Collateral Agent of a Security Interest in all Investment Related Property.

Covenants and Agreements. Each Grantor hereby covenants and agrees as to itself and its property only that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property Pledged Equity Interests or Pledged Debt after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Collateral 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 Collateral Investment Related Property and all other Collateral Investment Related PropertyPledged Equity Interests or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent Collateral Trustee shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Agent Collateral Trustee over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security AgentCollateral Trustee) 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 Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of GrantorCollateral Trustee. 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 Security Agent Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid paid; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestCollateral Trustee.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Administrative Agent shall attach to all 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 4.05 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Administrative Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of GrantorAdministrative Agent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Administrative Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal ordinary course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest; (iii) each Grantor consents to the grant by each other Grantor to the Administrative Agent of a Security Interest in all Investment Related Property.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in except for the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereofsecurity 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, except to the Security extent that any such violation could not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect, 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 theretothereto (which for the avoidance of doubt shall also include supplements to Schedules to the Collateral Questionnaire), reflecting at least thirty (30) days prior to any such 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; and (ii) except as provided in the next sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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 may reasonably request and (b) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), Grantor shall immediately take taken all steps, if any, actions necessary or advisable to ensure maintain the continuous validity, perfection, perfection and the same or better priority and, if applicable, control of the Security Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby; (iv) [Reserved]; (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; 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; (vi) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Agent over such in writing of any event that may materially adversely effect the value of any material portion of the Collateral, the ability of any Grantor or the Collateral Investment Related Property (Agent to dispose of any material portion of the Collateral, or the rights and remedies of the Collateral Agent in relation thereto, including, without limitation, delivery thereof to the Security Agent) and pending levy of any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit legal process against any material portion of the Security Agent and Collateral; (vii) it shall segregate such dividends, distributions, Securities not take or other property from all other property of Grantor. Notwithstanding permit any action which could materially impair the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid Collateral Agent’s rights in the normal course Collateral except as otherwise permitted under the Credit Agreement; and (viii) it shall not sell, transfer or assign (by operation of the business of the issuer and consistent law or otherwise) any Collateral except as otherwise in accordance with the past practice of the issuer and all scheduled payments of interestCredit Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (iA) subject it shall not vote to Section 4.4.1(b)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 Collateral Investment Related Property after which are not securities (for purposes of the UCC) on the date hereof, within fifteen 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; (15B) days of receipt thereof, it shall deliver report to the Security 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 Property. To the extent that any Investment Property specified on such Schedule 4.3 constitutes certificated Capital Stock of a Subsidiary or Material certificated Securities, such Grantor shall deliver such certificates to the Collateral Investment Related Property and all other Collateral Investment Related PropertyAgent, together with undated stock powers executed in blank. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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; and; (iiC) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or interest, distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution on account of any issuer of any Collateral 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 action; and (bD) subject each Grantor consents to the materiality threshold set forth grant by any other Grantor of a security interest in Section 4.4.4(a)(ii), Grantor shall immediately take all steps, if any, necessary or advisable Investment Property to ensure the validity, perfection, priority and, if applicable, control of the Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid 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.

Covenants and Agreements. Grantor hereby covenants and agrees that: (i1) subject to Section 4.4.1(b), in except for the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereofsecurity 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; (2) 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 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 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 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 granted or intended to be granted and agreed to hereby, which in the case of any merger or other change in corporate structure shall include, without limitation, executing and delivering to the Security 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 Collateral Investment Related Property and all merger or other Collateral 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 Security Agent value used to acquire rights in any Collateral shall attach 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 all 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 Investment Related Property immediately upon Grantor’s acquisition as a result of rights therein and shall not be affected by 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 deliver a supplement to Schedule 4.4 as required hereby; and (ii) except as provided in dispose of the next sentence, in the event Grantor receives Collateral or any dividends, interest or distributions on any Collateral Investment Related Propertyportion thereof, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then (a) such dividends, interest or distributions rights 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), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control remedies of the Security Collateral Agent over such Collateral Investment Related Property (in relation thereto, including, without limitation, delivery thereof to the Security Agentlevy of any legal process against the Collateral or any portion thereof; (7) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities not take or other property in trust for permit any action which could impair the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid Collateral Agent’s rights in the normal course Collateral; and (8) such Grantor shall not sell, transfer or assign (by operation of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestlaw or otherwise) any Collateral except for Permitted Sales.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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; and; (ii2) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (3) If any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall 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 case as may be necessary or advisable, 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 of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral 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: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security Collateral Agent and shall segregate such dividends, distributions, Securities securities or other property from all other property of such Grantor. Notwithstanding ; and (iii) each Grantor consents to the foregoing, so long as no Event grant by each other Grantor of Default shall have occurred a security interest in all Investment Related Property to the Collateral Agent and be continuing, to all other provisions of this Agreement and the Security Agent authorizes Grantor other Loan Documents relating to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestInvestment Related Property.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: , except as otherwise provided in this subsection (b), such Grantor shall continue to collect in the 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 Supporting Obligation. Following the occurrence of and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time, upon concurrent written notice to each Grantor of its intention to do so, (i) subject to Section 4.4.1(b)notify, and/or require such Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation, (ii) 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 Collateral 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 it acquires rights same manner and to the same extent as such Grantor might have done. After receipt by any Grantor of the written notice from the Collateral Agent referred to in the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any Collateral Investment Related Property after event within two (2) Business Days) deposited by such Grantor in the date hereofexact form received, within fifteen (15) days of receipt thereof, it shall deliver duly indorsed by such Grantor to the Security Agent a completed Pledge SupplementCollateral Agent, 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected if required by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; and (ii) except as provided in the next sentenceCollateral Agent, in an account maintained under the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) 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 Security Agent over Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Security Collateral Agent hereunder and shall segregate be segregated from other funds of such dividendsGrantor and such Grantor shall not adjust, distributionssettle or compromise the amount or payment of any Receivable, Securities or other property from all other property of 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 Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestor allow any credit or discount thereon.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 sentencesentence and except to the extent constituting Excluded Property, in the event such Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any Collateral Agent if necessary for such action Grantor shall be deemed to hold such dividendsvalidity, interest, distributions, securities perfection or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantorpriority). Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes each Grantor shall be entitled to retain all ordinary cash dividends and distributions paid in the normal course distributions, all payments of the business of the issuer and consistent with the past practice of the issuer interest and all scheduled payments property received upon the liquidation or dissolution of interesta Subsidiary permitted by the Note Documents; and to the extent applicable, each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that, except as otherwise permitted in the Credit Agreement: (i) subject to Section 4.4.1(b), in without the event it acquires rights in any prior written consent of the Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereofAgent, it shall deliver not vote to enable or take any other action to, except as expressly permitted by the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest perfection or priority of the Security Agent shall attach to all Collateral Investment Related Property immediately upon GrantorAgent’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; andsecurity 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 receives any dividendsshall (A) notify the Collateral Agent in writing of such treatment 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 as applicable; (iii) except for mergers and other transactions expressly permitted by the Credit Agreement, without the prior written consent of the Collateral Investment Related PropertyAgent, or any securities or other property upon the merger, consolidation, liquidation or dissolution of it shall not permit any issuer of any Collateral 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) 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 equity interests of the Security Agent over surviving or resulting corporation, limited liability company, partnership or other entity is, upon such Collateral Investment Related Property (includingmerger or consolidation, without limitation, delivery thereof to the Security Agent) pledged hereunder and pending any such action 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 Security outstanding equity interests of any other constituent Grantor; and (iv) each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property (subject to the limits set forth herein) to the Collateral Agent and shall segregate such dividendsand, distributions, Securities or other property from all other property of Grantor. Notwithstanding without limiting the foregoing, so long as no 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 shall have occurred and be continuing, to the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course substitution of the business of Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the issuer rights and consistent with the past practice of the issuer and all scheduled payments of interestpowers related thereto.

Covenants and Agreements. Grantor hereby Borrower covenants and agrees represents that: (ia) subject Borrower will pay any and all of Borrower's indebtedness to Section 4.4.1(b)Secured Party promptly when due, and Borrower will repay immediately, and without demand, all expenses, including reasonable attorneys' fees, legal expenses and costs, incurred by Secured Party under this Agreement with interest at the Default Rate, as provided in the event it acquires rights Promissory Note, from the date of expenditure. (b) Borrower will execute any additional agreements, assignments or documents that may be deemed necessary or advisable to effectuate the purpose of this Agreement. (c) Borrower will maintain and repair the Collateral; will use the Collateral lawfully and only with insurance coverage; other than in the ordinary course of business, will not use the Collateral so as to cause or result in any waste, unreasonable deterioration or depreciation; and will permit Secured Party to enter on Borrower's property and to inspect the Collateral Investment Related Property after the date hereofat any reasonable time, within fifteen with two (152) days prior written notice. (d) Borrower will pay when due all taxes, assessments, charges, liens, or encumbrances now or hereafter affecting the Collateral. (e) Borrower, at its own cost and expense, will appear in and defend any action or proceeding which may adversely affect the Secured Party's security interest in, or Borrower's title to, any Collateral and Borrower shall keep Secured Party informed. Secured Party shall have the option of receipt thereofdefending any such action or proceeding at Borrower's cost. (f) Borrower will keep and maintain at its own cost and expense satisfactory and complete records of the Collateral. Borrower will mark xxx books and records pertaining to the Collateral to evidence this Agreement and the security interests granted hereby. For Secured Party's further security, it Borrower agrees that Secured Party shall have a special property interest in all of Borrower's books and records pertaining to the Collateral and Borrower shall deliver and turn over any such books and records to Secured Party or its representatives upon written demand of Secured Party, following any Event of Default. Secured Party shall review any such books and records delivered to it hereunder promptly and shall make reasonable efforts to minimize any interference therewith. (g) In any suit, proceedings or action brought by Secured Party under any contract for any sum owing thereunder, or to enforce any provisions of such contract, Borrower will save, indemnify and keep Secured Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction of liability whatsoever of the Security Agent person against whom such suit, proceedings or action is brought, arising out of a completed Pledge Supplementbreach by Borrower of any obligation thereunder or arising out of any other agreement, substantially indebtedness or liability at any time owing to or in the form favor of Exhibit A attached heretosuch obligee or its successors from Borrower, together with all Supplements to Schedules thereto, reflecting such new Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood such obligations of Borrower shall be and agreed that the security interest of the Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein remain enforceable against and only against Borrower and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; andenforceable against Secured Party. (iih) except as provided in the next sentenceBorrower will, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course its acquisition of the business of Salexxx Xxxds, L.L.C., a Delaware limited liability company ("Salexxx") xse its best efforts to immediately collect all of the issuer then outstanding accounts receivable of Salexxx xxx will use all such funds received to pay all of the then outstanding accounts payable of Salexxx xxxil the same have been fully paid and consistent liquidated. So long as any account payable or receivable at the time of acquisition remains outstanding, Borrower will provide to Secured Party reports of the status of and any changes in such accounts receivable and payable upon the reasonable request of Borrower. (i) Borrower will not create, permit or suffer to exist, and will defend the Collateral against and take such other action as is necessary to remove, any lien, security interest, encumbrance, claim or right, in or to the Collateral, except for existing liens set forth in this Agreement. (j) Borrower will not sell, transfer, lease or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so, except in the ordinary course of business as previously conducted by Borrower. (k) Borrower will furnish to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the past practice Collateral as Secured Party reasonably may request, all in reasonable detail. (l) Borrower shall notify Secured Party immediately of the issuer and all scheduled payments of interestany default under this Agreement.

Covenants and Agreements. Grantor hereby Guarantors absolutely and unconditionally covenants and agrees thatagree with Agent and Lenders as follows: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; and (ii) except as provided in the next sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then (a) such dividendsIf Borrower does not or is unable so to pay or perform the Guaranteed Obligations for any reason, 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), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividendsliquidation, interestdissolution, distributionsreceivership, securities or other property in trust conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, sale of all or substantially all assets, reorganization, arrangement, composition, or readjustment of, or other similar proceedings affecting the Security status, composition, identity, existence, assets or obligations of Borrower, or the disaffirmance or termination of any of the Guaranteed Obligations in or as a result of any such proceeding, Guarantors shall pay and perform the Guaranteed Obligations and no such occurrence shall in any way affect Guarantors' obligations hereunder. (b) If for any reason whatsoever (including but not limited to ultra vxxxx, lack of authority, illegality, force majeure, act of God or impossibility) the Guaranteed Obligations or the Indebtedness cannot be enforced against Borrower, such unenforceability shall in no manner affect the liability of Guarantors hereunder and Guarantors shall be liable hereunder notwithstanding that Borrower may not be liable for such Guaranteed Obligations or the Indebtedness and to the same extent as Guarantors would have been liable if such Guaranteed Obligations had been enforceable against Borrower. (c) Should the organizational status of Borrower change, this Guaranty shall continue and also cover the Guaranteed Obligations of Borrower under the new organizational status according to the terms hereof. (d) If any payment by Borrower to Agent or Lenders is held to constitute a preference under the bankruptcy laws, or if for any other reason Agent or Lenders are required to refund such payment or pay the amount thereof to any other party, such payment by Borrower to Agent or Lenders shall not constitute a release of Guarantors from any liability hereunder for the Guaranteed Obligations, and this Guaranty shall continue to be effective or shall be reinstated, as the case may be. (e) Guarantors shall not have (i) the right to the benefit of, or to direct the application of, any security held by Agent and/or Lenders (including the property covered by the Loan Documents), any right to enforce any remedy which Agent or Lenders now have or hereafter may have against Borrower, or any right to participate in any security now or hereafter held by Agent or Lenders, or (ii) any defense arising out of the absence, impairment or loss or any right of reimbursement or subrogation or other right or remedy of Guarantors against Borrower or against any security resulting from the exercise or election of any remedies by Agent or Lenders (including the exercise of the power or right of sale under the Loan Documents), 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 Guarantors of any amount pursuant to this Guaranty shall not in any way entitle Guarantors to any right, title or interest (whether by way of subrogation or otherwise) in and to any of the Guaranteed Obligations or any proceeds thereof, or any security therefor, unless and until the full amount owing to Agent and Lenders on the Guaranteed Obligations has been fully paid, but when the same has been fully paid, Guarantors shall segregate such dividendsbe subrogated as to any payments made by it to the rights of Agent and Lenders against Borrower and/or any endorsers, distributions, Securities sureties or other property from all guarantors. (g) Neither Agent nor Lenders shall be required to pursue any other property remedies before invoking the benefits of Grantor. Notwithstanding this Guaranty, and specifically they shall not be required to make demand upon or institute suit or otherwise pursue its remedies against Borrower or any surely other than Guarantors or to proceed against or give credit for any security now or hereafter existing for the foregoing, so long as no Event payment of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course any of the business Guaranteed Obligations. Agent may maintain an act ion on this Guaranty without joining Borrower therein and without bringing a separate action against Borrower. (h) lf the Guarantors are required to perform the Completion Obligations under this Guaranty and fail to diligently and timely perform such Completion Obligations in accordance with this Guaranty, then Agent may elect, in its sole and absolute discretion, to cause the satisfaction of the issuer Completion Obligations, in which event Guarantors will fully indemnify and consistent with the past practice hold harmless Agent and Lenders for, from and against all loss, cost, damage, expense or liability that Agent and Lenders may suffer in respect of Agent's exercise of the issuer rights of Agent and all scheduled payments Lenders under this Guaranty and the performance of interestthe Completion Obligations, INCLUDING ANY NEGLIGENCE OF AGENT AND/OR LEN DERS AND/OR STRICT LIABILITY, except to the extent that the same may result from the misconduct or gross negligence of Agent or Lenders or any of their employees or agents.

Covenants and Agreements. Each Grantor hereby covenants and agrees with respect to itself that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property in excess of $5,000,000 individually after the date hereof, within fifteen (15) days of receipt thereof, it shall promptly deliver to the Security 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 Property; provided that no Grantor shall be required to deliver any such Pledge Supplement with respect to any Investment Property 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 Property and all other Collateral Investment Related Propertyrequired 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 Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security AgentCollateral Agent 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid to it; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Property to the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestCollateral Agent.

Covenants and Agreements. Grantor Each Debtor hereby covenants and agrees that: (i) subject it shall not vote to Section 4.4.1(b)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 Secured Party'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 Indenture or the Credit Facility Documents, (c) waive any default under or breach of any terms of any organizational document relating to any of its Subsidiaries or the terms of any Pledged Debt unless such waiver is deemed advisable in such Debtor's reasonable business judgment, or (d) cause any issuer of any partnership interests or limited liability company interests included in the Collateral which are not securities (for purposes of the UCC) on the date 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 Debtor shall take all steps necessary to establish Secured Party's "control" thereof; (ii) in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Secured Party a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements a Supplement to Schedules theretoSchedule 4.4, reflecting such new Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent Secured Party shall attach to all Collateral Investment Related Property immediately upon Grantor’s any Debtor's acquisition of rights therein and shall not be affected by the failure of Grantor any Debtor to deliver a supplement to Schedule 4.4 as required hereby; and; (iiiii) except as provided in the next sentence, in the event Grantor such Debtor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject except with respect to the materiality threshold set forth in Section 4.4.4(a)(ii)Cash Proceeds, Grantor such Debtor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, validity and perfection, priority and, if applicable, control of the Security Agent Credit Facility Secured Party or the Secured Party over such Collateral Investment Related Property (including, without limitation, delivery thereof to Secured Party or Credit Facility Secured Party in accordance with the Security Agentterms of the Intercreditor Agreement to the extent then in effect) and pending any such action Grantor such Debtor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent Secured Party and the Credit Facility Secured Party and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of Grantorsuch Debtor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent Secured Party authorizes Grantor each Debtor to retain all ordinary and extraordinary cash dividends and distributions paid in the normal course of business and all payments of principal and interest; (iv) it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to partnership interests or limited liability interests included in the Collateral and shall enforce all of its material rights with respect to any Investment Property, in each case, as appropriate in such Debtor's reasonable business judgment; (v) other than as permitted under the Indenture, it shall not permit any of its Subsidiaries to merge or consolidate unless (i) such Subsidiary creates a security interest by executing a Pledge Joinder pursuant to Section 5.2 that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the issuer UCC) in collateral in which such new debtor has or acquires rights, in each case, to the extent not created or perfected pursuant to this Agreement and consistent with any financing statement in effect at such time and (ii) all the past practice 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; provided that if the surviving or resulting company upon any such merger or consolidation involving an issuer and which is a Controlled Foreign Corporation, then such Debtor shall only be required to pledge equity interests to the extent they are not Excluded Collateral; and (vi) each Debtor consents to the grant by each other Debtor of a security interest in all scheduled payments of interestInvestment Property to Secured Party.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Administrative 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 Collateral Investment Related Property. Notwithstanding ; notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Administrative Agent shall attach to all 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, economic interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Administrative Agent over such Collateral Investment Related Property to the extent required by this Agreement (including, without limitation, delivery thereof to the Security 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 Security Administrative Agent and shall segregate such dividends, distributions, Securities Capital Stock or other property from all other property of such Grantor. Notwithstanding ; and (iii) each Grantor consents to the foregoing, so long as no Event grant by each other Grantor of Default shall have occurred and be continuing, a Security Interest in all Investment Related Property to the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestAdministrative Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, to the extent permitted by the Credit Agreement, so long as no Event of Default shall have occurred and be continuing, the Security Collateral Agent authorizes each Grantor to retain and dispose of all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of by the issuer and all scheduled payments of interest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed each Grantor agrees that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities Securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Pledge and Security Agreement Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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, 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 in all Investment Related Property to Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b)unless otherwise permitted under the Parity Lien Documents, without the prior written consent of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereofIntercreditor Agreement, 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 Security 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 in writing of any such election or action and, in such event, shall take all steps necessary to establish the Collateral Agent's "control" thereof; (ii) without the prior written consent of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, it shall not permit any issuer of any Pledged Equity Interest which is a completed Pledge SupplementSubsidiary of such Grantor to merge or consolidate unless (i) if such issuer is required to be a Grantor under this Agreement, substantially 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 the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting collateral in which such new Collateral Investment Related Property debtor has or acquires rights, and (ii) all the outstanding capital stock or other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest equity interests of the Security Agent 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 such Grantor shall attach only be required to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required herebypledge equity interests in accordance with Section 2.2; and (iiiii) except as provided in the next sentence, in the event each Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject consents to the materiality threshold set forth grant by each other Grantor of a security interest 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 Security Agent over such Collateral Investment Related Property (includingto the Collateral Agent and, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding limiting the foregoing, so long consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its respective nominee, as no applicable, in accordance with the Intercreditor Agreement, following the occurrence and during the continuation of an Event of Default shall have occurred and be continuing, to the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course substitution of the business of First Lien Collateral Agent or the issuer and consistent Collateral Agent or its respective nominee, as applicable, in accordance with the past practice of Intercreditor Agreement, as a partner in any partnership or as a member in any limited liability company with all the issuer rights and all scheduled payments of interestpowers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that: (i) subject to Section 4.4.1(b), in except for the event it acquires rights in any security interest created by this Agreement and the other Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereofDocuments, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Security 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 legal name, identity, structure (e.g., by merger, consolidation, change in 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 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 Supplements to Schedules thereto, reflecting at least thirty (30) days prior to any such change or establishment, identifying such new 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 Collateral Investment Related Property Agent may reasonably request and (B) taken all actions reasonably necessary or reasonably requested by Collateral Agent to maintain the continuous validity, perfection and the same or better priority of Collateral Agent’s security interest in Collateral intended to be granted and agreed to hereby; (iv) if Collateral Agent or any other Collateral Investment Related Property. Notwithstanding Secured Party gives value to enable any Grantor to acquire rights in or the foregoinguse of any Collateral, it is understood and agreed that the security interest shall use such value for such purposes; (v) it shall pay promptly when due all Taxes in accordance with Section 5.3 of the Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; andCredit Agreement; (iivi) except as provided upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify Collateral Agent in writing of any event that may have a material adverse effect on the next sentencevalue of the Collateral or any substantial portion thereof, in the event ability of any Grantor receives or Collateral Agent to dispose of the Collateral or any dividends, interest or distributions on any Collateral Investment Related Propertyportion thereof, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then (a) such dividends, interest or distributions rights and securities or other property shall be included in the definition remedies of Collateral without further action and (b) subject to the materiality threshold set forth Agent in Section 4.4.4(a)(ii)relation thereto, Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof the levy of any legal process against the Collateral or any portion thereof; Pledge and Security Agreement (vii) it shall not take or permit any action which could impair in any material respect Collateral Agent’s rights in the Collateral; and (viii) it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for extent expressly permitted by the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestCredit Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject Subject to the limitation described in Section 4.4.1(b)2.2 with respect to the capital stock of any Controlled Foreign Corporation, in the event it acquires rights in any Collateral Investment Related Property constituting Pledged Equity Interests or Pledged Debt, after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Collateral Trustee 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent Collateral Trustee shall attach to all 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 payments, dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Agent Collateral Trustee over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security AgentCollateral Trustee) 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 Security Agent Collateral Trustee and shall segregate such payments, dividends, interests, 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 Security Agent Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestinterest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Trustee.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property Pledged Equity Interests or any Pledged Debt that is evidenced by a promissory note, Chattel Paper or any similar evidences of Indebtedness for which the principal amount thereof or the obligations evidenced thereunder are, in the aggregate, in excess of $500,000 after the date hereof, within fifteen (15) days of receipt thereof, it shall promptly deliver to the Security Agent Lender, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, Supplement together with all Supplements applicable supplements to Schedules thereto, reflecting such new Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the applicable security interest of the Security Agent Lender shall attach to all 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 Supplement 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii)such Grantor shall, Grantor shall immediately promptly take all steps, if any, steps reasonably necessary or advisable otherwise reasonably requested by the Lender to ensure the validity, perfectionperfection and priority of the security interest purported to be granted hereby to the Lender in such Investment Related Property, priority and, if applicable, and the control of the Security Agent Lender over such Collateral Investment Related Property (including, without limitation, including delivery thereof to the Security Agent) Lender), 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 Security Agent Lender 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 continuingcontinuing and the Lender has not instructed the Grantors in writing otherwise, the Security Agent Lender authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 (iii) each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Lender.

Covenants and Agreements. Grantor Section 1.1. The Guarantors hereby, irrevocably and unconditionally, guarantee the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations owing by the Sponsor to the Guaranteed Parties, under the Loan Facility Agreement and the other Operative Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys' fees actually incurred and expenses) incurred by the Guaranteed Parties in enforcing any rights under this Guaranty, including without limitation, all interest which, but for the filing of a petition in bankruptcy with respect to the Sponsor, would accrue on any principal portion of such obligations (hereinafter collectively referred to as the "Guaranteed Obligations"). Any and all payments by the Guarantors hereunder shall be made free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, the full amount that it would otherwise be entitled to receive with respect to the Guaranteed Obligations. The Guarantors acknowledge and agree that this is a guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the Guaranteed Obligations and the Servicer, in its sole discretion, shall have the right to proceed first and directly against any Guarantor, its successors and assigns, under this Guaranty Agreement without proceeding against the Sponsor or any other Guarantor, or exhausting any other remedies which it may have and without resorting to any other security held by the Servicer. Section 1.2. The Guarantors additionally hereby jointly and severally, unconditionally and irrevocably guarantee the full and prompt performance by the Sponsor of all of the other covenants and agrees that:obligations on the part of the Sponsor under the Loan Facility Agreement and the other Operative Documents. If the Sponsor shall at any time default in the performance of any such other covenant or obligation contained in the Loan Facility Agreement, or other Operative Document, such that a "Credit Event" under the Loan Facility Agreement shall have occurred, the Guarantors will immediately perform the same or cause the same to be performed. (i) subject Section 1.3. The obligations of the Guarantors under this Guaranty Agreement shall include the obligation to Section 4.4.1(b), reimburse the Guaranteed Parties for any preferential payments received from the Sponsor under or pursuant to the Loan Facility Agreement or this Guaranty Agreement in the event it acquires rights that the Sponsor becomes a debtor under the United States Bankruptcy Code and such payment has been determined by the court having jurisdiction over the matter to be a preferential payment. Notwithstanding anything in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver this Guaranty Agreement to the Security Agent contrary, if a completed Pledge Supplementbankruptcy petition has been filed by or against the Sponsor during any preferential period (as established by the United States Bankruptcy Court or other applicable law) and the Sponsor has made payments to the Guaranteed Parties during said preferential period, 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and this Guaranty Agreement shall not be affected terminated unless and until a final, nonappealable decision by a court of competent jurisdiction or other agreement has been entered or reached pursuant to which the failure Guaranteed Parties shall be entitled to retain all such moneys paid during such preferential period. Section 1.4. The obligations of Grantor to deliver a supplement to Schedule 4.4 as required hereby; and (ii) except as provided the Guarantors under this Guaranty Agreement shall be primary, absolute and unconditional and shall remain in full force and effect until the next sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, Guaranteed Obligations or any securities other liability guaranteed hereby shall have been paid or other property upon the mergerprovided for, consolidation, liquidation or dissolution irrespective of any issuer of any 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) 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, perfectionregularity or enforceability of the Loan Facility Agreement or any other Operative Document, priority and, if applicableuntil such payment, control shall not be affected, modified or impaired upon the happening from time to time of the Security Agent over such Collateral Investment Related Property (any event, including, without limitation, delivery thereof any of the following, whether or not with notice to or the consent of the Guarantors: (a) the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Sponsor or any Borrower under the Loan Facility Agreement or any other Operative Document; (b) to the Security Agent) and pending any such action Grantor shall be deemed extent permitted by law, the failure to hold such dividends, interest, distributions, securities or other property in trust for give notice to the benefit Guarantors of the Security Agent occurrence of a Credit Event under the terms and shall segregate such dividendsprovisions of this Guaranty Agreement or the occurrence of a "Credit Event" under the Loan Facility Agreement; (c) the waiver of the payment, distributions, Securities performance or other property from all other property of Grantor. Notwithstanding observance by the foregoing, so long as no Event of Default shall have occurred and be continuingGuaranteed Parties, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid Sponsor or any Guarantor of any of the obligations, covenants or agreements of any of them contained in the normal course Loan Facility Agreement or any other Operative Document (except to the extent waived); (d) the extension of the business time for payment of any obligations, covenants or agreements arising out of the issuer and consistent with Loan Facility Agreement or any other Operative Document or the past practice extension or the renewal of any thereof; (e) the issuer and all scheduled payments modification or amendment (whether material or otherwise) of interest.any obligation, covenant or agreement set forth in the Loan Facility Agreement or any other Operative Document;

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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, 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 Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security 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 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all 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, subject to the Intercreditor Agreement: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall promptly deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, winding up, liquidation or dissolution of any issuer of any Collateral 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security 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 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all 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 with Collateral Agent and each other Secured Party that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed each Grantor agrees that the security interest of the Security Collateral Agent shall attach to all 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 4.2 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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, in each case, solely to the extent the same is expressly permitted by the terms and provisions of the Revenue Sharing and Securities Purchase Agreement; (iii) each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property (to the extent not issued by a Grantor or Subsidiary thereof, with a value in excess of $50,000 singly or $100,000 in the aggregate) after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding ; notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Administrative Agent shall attach to all Collateral 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; and; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Administrative Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Agent authorizes each Grantor is authorized to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the an issuer and all scheduled payments of interestinterest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Administrative Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in except for the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereofsecurity 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 in violation of any provision of this Agreement or in any material respect unlawfully or in 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, 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 unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Security 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 (unless the Collateral Agent consents to a shorter period or notice after the fact), 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 and providing such other information in connection therewith as the Collateral Investment Related Property Agent may reasonably request and (b) taken all other actions reasonably requested by the Collateral Investment Related Property. Notwithstanding Agent to maintain the foregoingcontinuous 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 is understood shall use such value for such purposes and agreed such Grantor further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the security interest portion of the Security Agent value used to acquire rights in any Collateral shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of be paid in the chronological order such Grantor acquired rights therein and therein; (v) it shall not be affected by take or permit any action which could impair the failure Collateral Agent’s rights in the Collateral other than Permitted Sales and the granting of Grantor to deliver a supplement to Schedule 4.4 as required herebyPermitted Liens; and (iivi) it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as provided in Permitted Sales and the next sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution granting of any issuer of any 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) 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 Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of GrantorPermitted Liens. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid 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.PLEDGE AND SECURITY AGREEMENT EXECUTION

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent Secured Party shall attach to all Collateral 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Agent Secured Party over such Collateral Investment Related Property (including, without limitation, including delivery thereof to the Security 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 Security 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 Security Agent Secured Party authorizes each Grantor to retain all ordinary cash dividends and distributions permitted to be paid in to such Grantor under the normal course of the business of the issuer and consistent with the past practice of the issuer Credit Agreement and all scheduled payments of interestinterest permitted 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 Investment Related Property to the Secured Party.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to clause (iii) of this Section 4.4.1(b4.8(b), with respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the event it acquires rights Collateral and the Escrow Collateral (and, for the avoidance of doubt, excluding any of the foregoing which constitute Excluded Property), each Grantor shall ensure that the Collateral Agent has Control thereof; (ii) with respect to any Securities Accounts or Securities Entitlements included in any Collateral Investment Related Property after the date hereofCollateral, within fifteen (15) days of receipt thereof, it such Control shall deliver be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Securities Entitlements to the Security Agent a completed Pledge Supplement, enter into an agreement substantially in the form of Exhibit A attached hereto, together C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such Securities Intermediary shall agree to comply with all Supplements to Schedules thereto, reflecting such new the Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest Agent’s entitlement orders (as defined in Section 8-102(a)(8) of the Security Agent UCC) without further consent by such Grantor; (iii) with respect to any Deposit Account included in the Collateral with a daily average balance in excess of $1,000,000 individually or $4,000,000 in the aggregate, such Control shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected accomplished by the failure applicable Grantor causing the depositary institution maintaining such Deposit Account to enter into an agreement substantially in the form of Grantor Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to deliver a supplement the Collateral Agent), pursuant to Schedule 4.4 as required herebywhich 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 (iiiv) except as provided in the next sentence, in the event Grantor receives with respect to any dividends, interest Commodity Accounts or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be Commodity Contracts included in the definition Collateral, each Grantor shall cause Control in favor of the Collateral without further action and (b) subject Agent in a manner reasonably acceptable to the materiality threshold set forth in Section 4.4.4(a)(ii), Grantor shall immediately take all steps, if any, necessary Collateral Agent. Notwithstanding the foregoing or advisable to ensure the validity, perfection, priority and, if applicable, control any other provision of the Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof Loan Documents to the Security Agent) and pending any such action Grantor contrary, the Escrow Agreement shall be deemed to hold such dividendsmeet the requirements of this Section 4.8 solely with respect to the Escrow Account governed by, interestand subject to, distributions, securities or other property in trust the Escrow Agreement for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in Escrow Account is governed by the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestEscrow Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 hereto 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Agent authorizes each Grantor is authorized to retain all ordinary cash Americas 91413044 21 dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the an issuer and all scheduled payments of interestinterest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security AgentCollateral Agent 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 set forth in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash Cash dividends and distributions paid 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, in each case, solely to the extent the same is expressly permitted by the terms and provisions of the Credit Agreement; (iii) such Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until payment in full of all Obligations (other than unmatured contingent obligations), the cancellation or termination of all Commitments, the expiration or termination of the Swap Agreement, all Hedge Agreements and all agreements for Specified Secured Hedge Indebtedness and the cancellation or expiration of all outstanding Letters of Credit: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property Property, with a value in excess of $1,000,000 (except with respect to Pledged Equity Interests) after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestinterest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, that it shall deliver continue to collect all amounts due or to become due to such Grantor under the 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 Receivables and all other Collateral Investment Related Propertyany Supporting Obligation. Notwithstanding the foregoing, it is understood the Collateral Agent shall have the right, subject to the terms of the Intercreditor Agreement, at any time after and agreed that during the continuance of an Event of Default to: (1) 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 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 Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Agent; (2) notify, or require any Grantor to deliver notify, each Person maintaining a supplement lockbox or similar arrangement to Schedule 4.4 as required herebywhich 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 and (ii3) except as provided in enforce, at the next sentenceexpense 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution payments of any issuer of any Collateral Investment Related Property, then (a) Receivables received by such dividends, interest or distributions and securities or other property Grantor shall be included forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the definition of exact form received, duly indorsed by such Grantor to the Collateral without further action and (b) Agent if required, and, subject to the materiality threshold set forth terms of the Intercreditor Agreement, 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, Collateral Account maintained under the sole dominion and control of the Security Agent over Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Security Collateral Agent hereunder and shall segregate be segregated from other funds of such dividendsGrantor and such Grantor shall not adjust, distributionssettle or compromise the amount or payment of any Receivable, Securities or other property from all other property of Grantorrelease 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 Security Collateral Agent authorizes Grantor shall not be permitted to retain all ordinary cash dividends and distributions paid in the normal course take any of the business of foregoing actions to the issuer and consistent with the past practice of the issuer and all scheduled payments of interestextent they would be prohibited by applicable law or Governmental Authorization.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Revolving Collateral 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the applicable security interest of the Security Revolving Collateral Agent shall attach to all Collateral 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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 Grantor shall, subject to the materiality threshold set forth in Section 4.4.4(a)(ii)terms of the Intercreditor Agreement, Grantor shall 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 Security Revolving Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Revolving Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Revolving Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 sentencesentence and except to the extent constituting Excluded Property, in the event such Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 under either Indenture shall have occurred and be continuing, the Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions that are paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and issuer, all scheduled payments of interestinterest and all 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 Investment Related Property to Collateral Agent.

Covenants and Agreements. Grantor hereby covenants and agrees that: (i1) subject to Section 4.4.1(b), in except for the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereofsecurity 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; (2) 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 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 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 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 granted or intended to be granted and agreed to hereby, which in the case of any merger or other change in corporate structure shall include, without limitation, executing and delivering to the Security 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 Collateral Investment Related Property and all merger or other Collateral 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 Security Agent value used to acquire rights in any Collateral shall attach 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 all 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 Investment Related Property immediately upon Grantor’s acquisition as a result of rights therein and shall not be affected by 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 deliver a supplement to Schedule 4.4 as required hereby; and (ii) except as provided in dispose of the next sentence, in the event Grantor receives Collateral or any dividends, interest or distributions on any Collateral Investment Related Propertyportion thereof, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then (a) such dividends, interest or distributions rights 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), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control remedies of the Security Collateral Agent over such Collateral Investment Related Property (in relation thereto, including, without limitation, delivery thereof to the Security Agentlevy of any legal process against the Collateral or any portion thereof; (7) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities not take or other property in trust for permit any action which could impair the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid Collateral Agent's rights in the normal course Collateral; and (8) such Grantor shall not sell, transfer or assign (by operation of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestlaw or otherwise) any Collateral except for Permitted Sales.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid 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.other

Covenants and Agreements. Each Grantor hereby covenants and agrees that: as follows: Prior to the Applicable Date, each Grantor shall cause the financial institution where any Deposit Account is maintained, other than the financial institutions where the Deposit Accounts specified in item nos. 10, 11, 12, 13 and 14 of Schedule 3.8 are maintained, to enter in to a Control Agreement in the form substantially as set forth on Exhibit B hereto; provided, however, that the enforceability of such Control Agreements shall be exclusively conditioned on the valid issuance of the Senior Secured Notes to the Investor and the receipt by the Company of gross proceeds of $16,500,000 therefrom. Notwithstanding the foregoing, Deposit Accounts where the amount of cash on deposit does not exceed $50,000 individually or $100,000 in the aggregate (iexclusive of the amounts in accounts for unpaid payroll, payroll taxes and withholding taxes) shall not be subject to Section 4.4.1(b)a Control Agreement. Twistbox Games Ltd. & Co. KG shall use its reasonable best efforts to cause the financial institution where any Deposit Account specified in item nos. 10, 11, 12, 13 and 14 of Schedule 3.8 is maintained to enter in to a Control Agreement in the event it acquires rights in any Collateral Investment Related Property form substantially as set forth on Exhibit B hereto within forty-five (45) days after the date hereofApplicable Date; provided, that if Twistbox Games Ltd. & Co. KG is unable to cause one or more of such financial institutions to enter into a Control Agreement within such time period, the Deposit Account(s) maintained at any such financial institutions that are not subject to a Control Agreement (the “Excepted Deposit Accounts”) shall instead be subject to the following sentence. If at any time the amount of cash on deposit in the Excepted Deposit Accounts exceeds $500,000 in the aggregate, the excess shall within forty-five (45) days be transferred to a Deposit Account subject to a Control Agreement. Notwithstanding the foregoing, Deposit Accounts where the amount of cash on deposit does not exceed $50,000 individually or $100,000 in the aggregate (exclusive of the amounts in accounts for unpaid payroll, payroll taxes and withholding taxes) shall not be subject to a Control Agreement. Following the Applicable Date, each Grantor shall provide the Investor and Collateral Agent fifteen (15) days of receipt thereof, it shall deliver written notice prior to the Security Agent formation of a completed Pledge SupplementDeposit Account (each, a “New Deposit Account”) and shall (i) promptly cause the financial institution where such New Deposit Account is formed to enter into a Control Agreement with respect to such New Deposit Account in substantially in the form of as set forth on Exhibit A attached hereto, together with all Supplements B hereto and (ii) update Schedule 3.8 as appropriate thereafter. The preceding sentence shall not apply to Schedules thereto, reflecting such new Collateral Investment Related Property and all other Collateral Investment Related Propertythe QRF Deposit Account. Notwithstanding the foregoing, it is understood and agreed that New Deposit Accounts where the security interest amount of cash on deposit does not exceed $50,000 individually or $100,000 in the aggregate (exclusive of the Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein amounts in accounts for unpaid payroll, payroll taxes and withholding taxes) shall not be affected subject to a Control Agreement. If any Grantor seeks to establish a New Deposit Account, the Collateral Agent agrees (x) not to unreasonably withhold its consent to any Control Account Bank selected by the failure of such Grantor to deliver a supplement to Schedule 4.4 as required hereby; and (ii) except as provided in the next sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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 (by) to negotiate the Control Agreement reasonably and in good faith. Nothing herein shall limit the Grantors’ right to transfer balances among Deposit Accounts where each such Deposit Account is 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 Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interesta Control Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees with the Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent Secured Party shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Agent Secured Party over such Collateral all of the foregoing including, without limitation, any Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Agent Secured Party authorizes each Grantor to retain and apply all ordinary cash dividends dividends, distributions, and distributions paid interest; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestSecured Party.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Collateral 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 4.05 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor to the Collateral Agent of a security interest in all Investment Related Property.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, that it shall deliver continue to collect all amounts due or to become due to such Grantor under the 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 Receivables and all other Collateral Investment Related Propertyany Supporting Obligation. Notwithstanding the foregoing, it is understood the Collateral Agent shall have the right at any time after and agreed that during the continuance of an Event of Default to: (1) 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 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 Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Agent; (2) notify, or require any Grantor to deliver notify, each Person maintaining a supplement lockbox or similar arrangement to Schedule 4.4 as required herebywhich 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 and (ii3) except as provided in enforce, at the next sentenceexpense 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution payments of any issuer of any Collateral Investment Related Property, then (a) Receivables received by such dividends, interest or distributions and securities or other property Grantor shall be included forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the definition of Collateral without further action and (b) subject exact form received, duly indorsed by such Grantor to the materiality threshold set forth Collateral Agent if required, 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, Collateral Account maintained under the sole dominion and control of the Security Agent over Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Security Collateral Agent hereunder and shall segregate be segregated from other funds of such dividendsGrantor and such Grantor shall not adjust, distributionssettle or compromise the amount or payment of any Receivable, Securities or other property from all other property of Grantorrelease 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 Security Collateral Agent authorizes Grantor shall not be permitted to retain all ordinary cash dividends and distributions paid in the normal course take any of the business of foregoing actions to the issuer and consistent with the past practice of the issuer and all scheduled payments of interestextent they would be prohibited by applicable law or Governmental Authorization.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestinterest paid in respect of the Investment Related Property; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until payment in full of all Secured Obligations (other than unmatured contingent obligations), the cancellation or termination in full of the Total Revolving Loan Commitment, the cancellation or expiration of all outstanding Letters of Credit, the expiration or termination of all Secured Hedging Agreements and the expiration or termination of all Secured Cash Management Agreements: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property Property, with a value in excess of $1,000,000 (except with respect to Pledged Equity Interests) after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestinterest and principal; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject with respect to Section 4.4.1(bany Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral (and, for the avoidance of doubt, excluding any of the foregoing which constitute Excluded Property), each Grantor or Holdings, as applicable, shall ensure that the Collateral Agent has Control thereof; (ii) with respect to any Securities Accounts or Securities Entitlements included in the event it acquires rights in any Collateral Investment Related Property after Collateral, such Control shall be accomplished by the date hereof, within fifteen (15) days of receipt thereof, it shall deliver applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Securities Entitlements to the Security Agent a completed Pledge Supplement, enter into an agreement substantially in the form of Exhibit A attached hereto, together C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such Securities Intermediary shall agree to comply with all Supplements to Schedules thereto, reflecting such new the Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest Agent’s entitlement orders (as defined in Section 8-102(a)(8) of the Security Agent UCC) without further consent by such Grantor or Holdings; (iii) with respect to any Deposit Account included in the Collateral, such Control shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected accomplished by the failure applicable Grantor causing the depositary institution maintaining such Deposit Account to enter into an agreement substantially in the form of Grantor Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to deliver a supplement the Collateral Agent), pursuant to Schedule 4.4 as required herebywhich 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 (iiiv) except as provided in the next sentence, in the event Grantor receives with respect to any dividends, interest Commodity Accounts or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be Commodity Contracts included in the definition Collateral, each Grantor shall cause Control in favor of the Collateral without further action and (b) subject Agent in a manner reasonably acceptable to the materiality threshold set forth in Section 4.4.4(a)(ii), Grantor shall immediately take all steps, if any, necessary Collateral Agent. Notwithstanding the foregoing or advisable to ensure the validity, perfection, priority and, if applicable, control any other provision of the Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof Loan Documents to the Security Agent) and pending any such action Grantor 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 Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, such Depositary Accounts are governed by the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestDepositary Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: : (i) subject other than in the ordinary conduct of its business or the extension of payment terms of markers of gaming patrons (including credit arrangements pursuant to Section 4.4.1(b1339 15 of the New York State Racing, Pari-Mutuel Wagering and Breeding Law and other Gaming Laws), and except as otherwise provided in subsection (ii) below, during the continuance of an Event of Default, such Grantor shall not (A) grant any extension or renewal of the time of payment of any Receivable, (B) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (C) release, wholly or partially, any Person liable for the payment thereof, or (D) allow any credit or discount thereon; (ii) at any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right at any time to (A) notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation, (B) 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, (C) 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 (D) 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 it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver same manner and to the Security same extent as such Grantor might have done. If the Collateral Agent a completed Pledge Supplement, substantially notifies any Grantor that it has elected to collect the Receivables in accordance with the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; and (ii) except as provided in the next preceding sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution payments of any issuer of any Collateral Investment Related Property, then (a) Receivables received by 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), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed 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 hold the Collateral Agent if required, in an Investment Account “controlled” (for purposes of the UCC) by the Collateral Agent (it being understood that each Grantor agrees to promptly comply with any reasonable request of the Collateral Agent to establish or enter into a Control Agreement with respect to such dividendsan Investment Account), interestand until so turned over, distributionsall amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, securities any Supporting Obligation or other property Collateral Support shall be received in trust for the benefit of the Security Collateral Agent hereunder and shall segregate be segregated from other funds of such dividendsGrantor and such Grantor shall not adjust, distributionssettle or compromise the amount or payment of any Receivable, Securities or other property from all other property release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and (iii) it shall use its commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable in excess of Grantor$500,000. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid 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.16

Covenants and Agreements. Each Grantor hereby covenants and agrees with respect to itself that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property in excess of $250,000 individually or $1,000,000 in the aggregate after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security AgentCollateral Agent if required by this 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Collateral 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 4.05 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes authorizes, subject to the terms of the Intercreditor Agreement, each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor to the Collateral Agent of a security interest in all Investment Related Property.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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 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 Collateral Investment Related Property, or any securities Securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Collateral Agent) and and, pending any such action action, such Grantor shall be deemed to hold such dividends, interest, distributions, securities Securities or other property in trust for the benefit of the Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 (iii) each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to Collateral Agent.

Covenants and Agreements. Grantor The Pledgor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property Pledged Equity Interests after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related PropertyPledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral Investment Related Property Pledged Equity Interests immediately upon Grantor’s the Pledgor's acquisition of rights therein and shall not be affected by the failure of Grantor the Pledgor to deliver a supplement to Schedule 4.4 as required hereby; and; (ii) except as provided in the next sentence, in the event Grantor the Pledgor receives any dividends, interest or distributions on any Collateral Investment Related PropertyPledged Equity Interests, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), Grantor 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 Security Collateral Agent over such Collateral Investment Related Property Pledged Equity Interests (including, without limitation, delivery thereof to the Security First Lien Collateral Agent or Collateral Agent, as applicable, in accordance with the Intercreditor Agreement) and pending any such action Grantor the Pledgor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security First Lien Collateral Agent and the Collateral Agent and shall segregate such dividends, distributions, Securities securities or other property from all other property of Grantorthe Pledgor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Collateral Agent authorizes Grantor the Pledgor to retain all ordinary cash dividends and distributions paid 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 (iii) without the prior written consent of 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. 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 thatwill cause the VBI Subsidiaries to conduct, their respective businesses in the usual and ordinary course in substantially the same 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) subject to Section 4.4.1(b), 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 Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest terms of the Security Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required herebyPreferred Stock; andor (B) effect any stock 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 Grantor receives sell or dispose of, or create any dividendsobligation to issue, interest sell or distributions on dispose of, any Collateral 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 Collateral 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 in 5.12; or (y) as necessary to make any Employee Benefit Plan of it listed on Schedules 5.8 or 5.12 meet the definition requirements of Collateral without further action and (b) subject ERISA to the materiality threshold set forth extent such amendment is described in Section 4.4.4(a)(ii)either such schedule or is approved by HIG; or (E) initiate, Grantor shall immediately take all stepssolicit, if anyencourage, necessary negotiate, discuss, consider or advisable to ensure the validity, perfection, priority and, if applicable, control of the Security Agent over such Collateral 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 Security 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 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 Security Agent assets of VBI and shall segregate such dividendsthe VBI Subsidiaries, distributionstaken as a whole, in a single transaction or series of transactions (including, without limitation, by means of any reinsurance or comparable agreement) outside of the ordinary course of business; (iii) any offer for any of the outstanding shares of capital stock of VBI or the filing of any documents under the Securities Act or other property from all other property the Exchange Act in connection therewith; or (iv) any public announcement of Grantor. Notwithstanding a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing; provided, so long as no Event of Default however, that, unless HIG shall have occurred and be continuingpreviously given VBI written notice of its waiver of the condition contained in Section 8.7 of this Agreement, the Security Agent authorizes Grantor to retain all ordinary cash dividends provisions of this Section 6.1(a)(ii)(E) shall not apply during the period beginning on April 1, 1997 and distributions paid in ending on the normal course earlier of the business termination of this Agreement and VBI's receipt of written notice from HIG that it has waived the issuer and consistent with the past practice condition contained in Section 8.7 of the issuer and all scheduled payments of interestthis Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 set forth in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 reasonably requested by Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall immediately notify the Agent thereof and deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent shall attach to all Collateral 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; and; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the 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 Security Agent and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor; 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 case as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure the validity, perfection and priority of the security interest of the Agent. Notwithstanding Upon the foregoing, so long as no occurrence of an Event of Default and during the continuance thereof, the Agent shall have occurred and be continuingthe right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Security Agent authorizes Grantor shall have the right at any time, without notice to retain all ordinary cash dividends and distributions paid in the normal course any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestsmaller or larger denominations.

Covenants and Agreements. Each Grantor hereby covenants and agrees that, other than with respect to any Excluded Assets: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to notify the Security 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 Collateral Investment Related Property and all other Collateral 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 Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of GrantorCollateral Agent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer distributions, securities or other property, and all scheduled payments of interest; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 set forth in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security Collateral Agent and shall segregate such 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash Cash dividends and distributions paid 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, in each case, solely to the extent the same is expressly permitted by the terms and provisions of the Credit Agreement; (iii) such Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 4.3 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 Collateral Investment Related Property, or any other securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 (iii) it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any individual case or in the aggregate, a Material Adverse Effect.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Collateral 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 steps reasonably requested by the Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in except for the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereofsecurity 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 other than Intellectual Property that such Grantor determines in its reasonable judgment is not material to its business; (ii) it shall not produce, use or permit any Collateral to be used unlawfully, in any material respect, or in violation of any provision of this Agreement or any policy of insurance covering the Collateral or in violation, in any material respect, of any applicable statute, regulation or ordinance except to the Security extent such violation would not reasonably be expected to result in a Material Adverse Effect; (iii) Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Credit Agreement, 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 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 at least ten (10) days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business or 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 or cooperated with Collateral Agent to enable Collateral Agent to take 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 granted or intended to be granted and agreed to hereby (other than Collateral with respect to which the security interest is not required to be perfected pursuant to the terms hereof), which in the case of any merger or other change in corporate structure shall include, without limitation, executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, Supplement together with all Supplements to Schedules thereto, reflecting upon completion of such new Collateral Investment Related Property and all merger or other Collateral Investment Related Property. Notwithstanding change in corporate structure confirming the foregoing, it is understood and agreed that grant of the security interest hereunder; (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 Security Agent value used to acquire rights in any Collateral shall attach 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, to all Collateral Investment Related Property immediately the extent required by the Credit Agreement; (vi) upon such Grantor’s acquisition or any officer of rights therein and such Grantor’s obtaining knowledge thereof, it shall not be affected by promptly notify the failure Collateral Agent in writing of Grantor to deliver any event that may have a supplement to Schedule 4.4 as required hereby; and (ii) Material Adverse Effect on the value of the Collateral or any substantial portion thereof, except as provided in contemplated hereby or under any other Credit Document, the next sentence, in ability of any Grantor or the event Grantor receives Collateral Agent to dispose of the Collateral or any dividends, interest or distributions on any Collateral Investment Related Propertyportion thereof, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral Investment Related Property, then (a) such dividends, interest or distributions rights 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), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control remedies of the Security Collateral Agent over such Collateral Investment Related Property (in relation thereto, including, without limitation, delivery thereof the levy of any legal process against the Collateral or any portion material thereof; (vii) except to the Security extent permitted by the Credit Agreement, it shall not take or permit any action which could be reasonably likely to materially impair the Collateral Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid ’s rights in the normal course Collateral; (viii) in the event that it hereafter acquires any Collateral of a type described in Section 4.1(a)(xii) hereof, it shall promptly notify there Collateral Agent thereof in writing and take such actions and execute such documents and make such filings all at Grantor’s expense as the business Collateral Agent may reasonably request in order to ensure that the Collateral Agent has a valid, perfected, first priority security interest in such Collateral, subject in the case of the issuer and consistent with the past practice priority only, to any Permitted Liens; and (ix) it shall not sell, transfer or assign (by operation of the issuer and all scheduled payments of interestlaw or otherwise) or exclusively license to another Person any Collateral except as Permitted Sales.

Covenants and Agreements. Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral Investment Related Property immediately upon Grantor’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; and (ii) except as provided in the next sentence, in the event Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii4.4.4(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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Collateral Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Collateral Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid 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.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: : (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 hereto 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Agent authorizes each Grantor is authorized to retain all ordinary cash dividends and distributions paid 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.cash

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property in excess of $250,000 after the date hereof, within fifteen (15other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) days of receipt thereofexcept to the extent set forth therein, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral 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 Security 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 Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of GrantorCollateral Agent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Agent authorizes each Grantor to may retain all ordinary cash dividends and distributions paid 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.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Collateral Agent) and pending any such action such Grantor shall be deemed to hold hold, subject to the terms of the Intercreditor Agreement, such dividends, interest, distributions, securities or other property in trust for the benefit of the Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it such Grantor acquires rights in any Collateral Investment Related Property (other than Receivables Contracts, to the extent not required to be delivered under Section 4.3(b)) after the date hereof, within fifteen (15) days of receipt such Grantor shall notify the Administrative Agent thereof; provided, it shall deliver to the Security Agent a completed Pledge Supplementthat, 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 Collateral Investment Related Property. Notwithstanding notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Administrative Agent shall attach to all Collateral Investment Related Property included in the definition of 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 notice 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 Collateral Investment Related PropertyProperty that is Collateral, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Administrative Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security Administrative Agent and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor; and (iii) if any issuer of any Investment Related Property that is Collateral and that (A) is a Subsidiary or (B) represents an investment of more than $2,500,000 by the Grantors, is located in a jurisdiction outside of the United States, such Grantor shall, upon the request of the Administrative Agent, take such additional actions, including, without limitation, causing the issuer to register the pledge on such issuer’s books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Administrative Agent, and in each case as the Administrative Agent shall reasonably (taking into account the costs of delivery of such security documents and the benefits provided by such security documents) request. Notwithstanding Subject to the foregoing, so long as no occurrence of an Event of Default and to the terms, conditions and restrictions in the Intercreditor Agreement, the Administrative Agent shall have occurred the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to the Administrative Agent’s name or the name of the Administrative Agent’s nominee or agent. In addition, subject to the terms, conditions and be continuingrestrictions in the Intercreditor Agreement, the Security Administrative Agent authorizes Grantor shall have the right at any time, without notice to retain all ordinary cash dividends and distributions paid in the normal course any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestsmaller or larger denominations.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Joint Collateral Agent quarterly a completed Pledge Supplement, substantially in the form of Exhibit Annex A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Joint Collateral Agent shall attach to all Collateral 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 III as required hereby; andnotwithstanding the foregoing, in the event it acquires any Investment Related Property with a fair market value greater than $25,000, it shall deliver to the Joint Collateral Agent a Pledge Supplement within thirty (30) days of acquiring such Investment Related Property; (ii2) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Joint Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Joint 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 Security Joint 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 Security Joint Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (3) If any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions under the laws of such issuer's jurisdiction to insure the validity, perfection and priority (subject to Permitted Liens) of the security interest of the Joint Collateral Agent. Upon the occurrence of an Event of Default, the Joint Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Joint Collateral 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. Grantor Each Debtor hereby covenants and agrees thatthat until the Secured Obligations have been paid in full: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Agent Secured Party shall attach to all Collateral Investment Related Property immediately upon Grantorany Debtor’s acquisition of rights therein and shall not be affected by the failure of Grantor any Debtor to deliver a supplement to Schedule 4.4 A of the Diligence Certificate as required hereby; and; (ii) except as provided in the next sentence, in the event Grantor such Debtor receives any dividends, interest or distributions on any Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), Grantor such 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 Security Agent Secured Party over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security AgentSecured Party); (iii) and pending it shall comply with all of its obligations under any such action Grantor shall be deemed partnership or limited liability company agreement or limited liability company agreement relating to hold such dividends, interest, distributions, securities Pledged Partnership Interests or other property in trust for the benefit of the Security Agent Pledged LLC Interests and shall segregate such dividendsenforce all of its rights with respect to any Investment Related Property related to Persons that are not Subsidiary Guarantors; (iv) each Debtor consents to the grant by each other Debtor of a security interest in all Investment Related Property to the Secured Party and, distributions, Securities or other property from all other property of Grantor. Notwithstanding without limiting the foregoing, so long as no 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 occurred 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 continuingobligated 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 Security Agent authorizes Grantor 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 retain all ordinary cash dividends and distributions paid which such terms have not been complied with, does not exceed $500,000 in the normal course 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 business UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the issuer and consistent with the past practice 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 all scheduled payments records of interestthe issuer.

Covenants and Agreements. Grantor The Pledgor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property Pledged Equity Interests after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related PropertyPledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral Investment Related Property Pledged Equity Interests immediately upon Grantorthe Pledgor’s acquisition of rights therein and shall not be affected by the failure of Grantor the Pledgor to deliver a pledge supplement to Schedule 4.4 as required hereby; and; (ii) except as provided in the next sentence, in the event Grantor the Pledgor receives any dividends, interest or distributions on any Collateral Investment Related PropertyPledged Equity Interests, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Collateral 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), Grantor Pledgor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Security Collateral Agent over such Collateral Investment Related Property Pledged Equity Interests (including, without limitation, delivery thereof to the Security Collateral Agent) and pending any such action Grantor the Pledgor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Collateral Agent and shall segregate such dividends, distributions, Securities securities or other property from all other property of Grantorthe Pledgor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Security Collateral Agent authorizes Grantor the Pledgor to retain all ordinary cash dividends and distributions paid 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 (iii) except as expressly permitted by the Credit Agreement, without the prior written consent of 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, pledged hereunder.

Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Obligations (other than unmatured contingent obligations), the cancellation or termination of all Commitments, the expiration or termination of all Hedge Agreements and the cancellation or expiration of all outstanding Letters of Credit: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(bwithout the prior written consent of the Collateral Agent (acting upon a Direction of the Requisite Lenders), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver not vote to enable or take any other action to (a) cause any Issuer that is a Subsidiary to enter into any stock transfer agreement or similar agreement restricting the Security Agent a completed Pledge Supplementtransfer of any Pledged Equity in accordance with such Issuer’s Organizational Documents or (b) cause any issuer of any 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, substantially in the form of Exhibit A attached heretohowever, together with all Supplements to Schedules thereto, reflecting such new Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding notwithstanding the foregoing, it is understood and agreed that the security interest if any Issuer of any Pledged Equity Interests takes any such action in violation of the Security foregoing in this clause (b), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall attach take all steps necessary or advisable to all establish the Collateral Investment Related Property immediately upon GrantorAgent’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; and“control” thereof; (ii) except as provided in [reserved]; (iii) without the next sentenceprior written consent of the Collateral Agent (acting upon a Direction of the Requisite Lenders), in the event Grantor receives any dividends, interest or distributions on any Collateral 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 Collateral 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) 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 equity interests of the Security Agent over surviving or resulting corporation, partnership or other entity is, upon such Collateral Investment Related Property (includingmerger or consolidation, without limitation, delivery thereof to the Security Agent) pledged hereunder and pending any such action 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 Security outstanding equity interests of any other constituent Grantor; and (iv) each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and shall segregate such dividendsand, distributions, Securities or other property from all other property of Grantor. Notwithstanding without limiting the foregoing, so long as no 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 shall have occurred and be continuing, to the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course substitution of the business of Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the issuer rights and consistent with the past practice of the issuer and all scheduled payments of interestpowers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all Collateral 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, to the extent required pursuant to clause (b) of this Section 4.4.1, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Security Agent Collateral 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 Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) 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 steps reasonably requested by the Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) subject to Section 4.4.1(b)unless otherwise permitted under the Credit Agreement, in without the event it acquires rights in any prior written consent of the Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereofAgent, it shall deliver not vote to the Security Agent a completed Pledge Supplement, substantially in the form enable or take any other action to: cause any issuer of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting any Pledged Partnership Interests or Pledged LLC Interests owned by such new Collateral Investment Related Property and all other Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest Grantor which are not securities (for purposes of the Security 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 in writing of any such election or action and, in such event, shall attach take all steps necessary to all establish the Collateral Investment Related Property immediately upon GrantorAgent’s acquisition of rights therein and shall not be affected by the failure of Grantor to deliver a supplement to Schedule 4.4 as required hereby; and“control” thereof; (ii) except as provided in expressly permitted by the next sentenceCredit Agreement, in without the event Grantor receives any dividendsprior written consent of the Collateral Agent, interest or distributions on any Collateral 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 Collateral Investment Related PropertyPledged Equity Interest which is a Subsidiary of such Grantor 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 such Grantor shall only be required to pledge equity interests in accordance with Section 2.2; and (aiii) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) subject each Grantor consents to the materiality threshold set forth grant by each other Grantor of a security interest in Section 4.4.4(a)(ii), Grantor shall immediately take all steps, if any, necessary or advisable Investment Property to ensure the validity, perfection, priority Collateral Agent and, if applicable, control of the Security Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security Agent) and pending any such action Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding limiting the foregoing, so long as no 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 shall have occurred and be continuing, to the Security Agent authorizes Grantor to retain all ordinary cash dividends and distributions paid in the normal course substitution of the business of Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the issuer rights and consistent with the past practice of the issuer and all scheduled payments of interestpowers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that, subject to the Intercreditor Agreement: (i) subject to Section 4.4.1(b), in the event it acquires rights in any Collateral Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall promptly deliver to the Security 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 Collateral Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Security Collateral Agent shall attach to all 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 Collateral Investment Related Property, or any securities or other property upon the merger, consolidation, winding up, liquidation or dissolution of any issuer of any Collateral 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) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), 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 Security Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Security 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 Security 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 Security 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 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; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all 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 Second Lien Term Loan Collateral Agent.