Common use of Covenants and Agreements Clause in Contracts

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

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

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

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

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) in except for the event it acquires rights in any Investment Related Property after the date hereofsecurity interest created by this Agreement, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein; (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 Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting upon completion of such new Investment Related Property and all merger or other Investment Related Property. Notwithstanding change in corporate structure confirming the foregoing, it is understood and agreed that grant of the security interest hereunder; (4) if the Collateral Agent or any Secured Party gives value to enable any Grantor to acquire rights in or the use of any Collateral, such Grantor shall use such value for such purposes and such Grantor further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be paid in the chronological order such Grantor acquired rights therein; (5) such Grantor shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided, such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment; (6) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, such Grantor shall promptly notify the Collateral Agent in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and remedies of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencerelation thereto, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the levy of any legal process against the Collateral or any portion thereof; (7) such Grantor shall not take or permit any action which could impair the Collateral Agent) and pending any such action ’s rights in the Collateral; and (8) such Grantor shall be deemed to hold such dividendsnot sell, interest, distributions, securities transfer or other property in trust assign (by operation of law or otherwise) any Collateral except for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 AgentPermitted Sales.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (iA) in except for the event it acquires rights in any Investment Related Property after the date hereofsecurity 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 Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting at least ten (10) days prior to any such change or establishment, identifying such new Investment Related Property proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (2) taken all actions necessary or reasonably required by the Collateral Agent to maintain the continuous validity, perfection and priority of the Collateral Agent's security interest in the Collateral granted or intended to be granted and agreed to hereby; (D) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all other Investment Related Property. Notwithstanding claims (including claims for labor, materials and supplies) against, the foregoingCollateral, 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; (E) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it is understood shall promptly notify the Collateral Agent in writing of any event that may materially and agreed that adversely affect the security interest value of the Collateral or any portion thereof, the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and remedies of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencerelation thereto, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof the levy of any legal process against the Collateral or any portion thereof; (F) it shall not take or permit any action which would be reasonably likely to impair the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 's rights 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;Collateral; and (iiiG) each Grantor consents to the grant it shall not sell, transfer or assign (by each other Grantor operation of a Security Interest in all Investment Related Property to the Collateral Agentlaw or otherwise) any Collateral, except for Permitted Sales.

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

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

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

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

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) except as permitted by the Indenture, it shall not vote to enable or take any other action to: (A) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the event it acquires rights in 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, it shall deliver hereof to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements elect or otherwise take any action to Schedules thereto, reflecting cause such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the Collateral Agent shall attach to all 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;UCC; 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 such Grantor receives any dividends, interest or distributions on shall enforce all of its material rights with respect to any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority ; and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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) to the extent applicable, each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all Investment Related Property to Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to Collateral AgentAgent or its nominee following an Event of Default and to the substitution of Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in addition to any other rights under this Agreement or the event it acquires rights in any Investment Related Property after the date hereofother Loan Documents, it shall deliver to the Collateral Agent a completed Pledge Supplementmay at any time notify, substantially in or require any Grantor to so notify, the form counterparty on any Material Agreement of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach therein. In addition, after the occurrence and during the continuance of an Event of Default, the Collateral Agent may upon written notice to all Investment Related Property immediately upon any the applicable Grantor’s acquisition of rights therein and shall not be affected by the failure of , notify, or require any Grantor to deliver a supplement notify, the counterparty to Schedule 4.4 as required herebymake all payments under the Material Agreements directly to the Collateral Agent; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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 each Grantor shall immediately take all steps, if any, necessary or advisable deliver promptly to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (includinga copy of each material demand, without limitation, delivery thereof notice or document received relating in any way to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestMaterial Agreement; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property 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, a written statement describing such event, with copies of such material amendments or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the 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 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 security interest in such Non-Assignable Contract to the Collateral Agent and use its best efforts to obtain such consent as soon 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 (ix) no Grantor shall enter into any Intellectual Property License which prevents the exercise of remedies by the Collateral Agent with respect to any Inventory or Equipment covered by such Intellectual Property License.

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) Subject to the limitation described in Section 2.2(b) with respect to the capital stock of any Controlled Foreign Corporation, in the event it acquires rights in any Investment Related Property constituting Pledged Equity Interests or Pledged Debt, after the date hereof, it shall deliver comply with the requirements of Section 4.4.1(b) with respect to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required herebycomply with Section 4.4.1.(b); (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (aA) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (bB) such Grantor shall immediately within ten (10) days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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) in except for the event it acquires rights in any Investment Related Property after the date hereofsecurity interest created by this Agreement, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein; (ii) it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance, except to the 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 Investment Related Property proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby; (iv) [Reserved]; (v) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all other Investment Related Property. Notwithstanding claims (including claims for labor, materials and supplies) against, the foregoingCollateral, 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 is understood shall promptly notify the Collateral Agent 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 Agent to dispose of any material portion of the Collateral, or the rights and agreed that the security interest remedies of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencerelation thereto, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the levy of any legal process against any material portion of the Collateral; (vii) it shall not take or permit any action which could materially impair the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property ’s rights in trust for the benefit of the Collateral Agent and except as otherwise permitted under the Credit Agreement; and (viii) it shall segregate such dividendsnot sell, distributions, Securities transfer or other property from all other property assign (by operation of such Grantor. Notwithstanding the foregoing, so long law or otherwise) any Collateral except as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid otherwise in the normal course of the business of the issuer and consistent accordance 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 AgentCredit Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) Subject to the limitation described in Section 2.2 with respect to the Capital Stock of any Controlled Foreign Corporation, in the event it acquires rights in any Investment Related Property constituting Pledged Equity Interests or Pledged Debt, after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any payments, dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such payments, dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately within ten (10) days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such payments, dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such payments, dividends, interest, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain and use to the extent remitted under the Credit Documents, all ordinary cash dividends and distributions paid 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) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property keep and all other Investment Related Property. Notwithstanding the foregoing, it is understood maintain at its own cost and agreed that the security interest expense satisfactory and complete records of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required herebyReceivables; (ii) except as otherwise provided in this subsection, each Grantor shall continue to collect all amounts due or to become due to such Grantor under the next sentenceReceivables and any Supporting Obligation. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time during the continuance of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent may: (1) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and (3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the event same manner and to the same extent as such Grantor receives might have done. If the Collateral Agent notifies any dividendsGrantor that it has elected to collect the Receivables in accordance with the preceding sentence, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution payments of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) Receivables received by such Grantor shall immediately take all stepsbe promptly (and in any event within five Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if anyrequired, necessary or advisable to ensure in the validity, perfection, priority and, if applicable, Collateral Account maintained under the sole dominion and control of the Collateral Agent over such Investment Related Property Agent, and until so turned over, all amounts and proceeds (including, without limitation, delivery thereof to the Collateral Agentincluding checks and other instruments) and pending any such action received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Collateral Agent hereunder and shall segregate such dividends, distributions, Securities or be segregated from other property from all other property funds of such Grantor. Notwithstanding Grantor and such Grantor shall not adjust, settle or compromise the foregoingamount or payment of any Receivable, so long as no Event of Default shall have occurred and be continuingor release wholly or partly any Account Debtor or obligor thereof, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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.or allow any credit or discount thereon; and

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) other than as permitted under the Credit Agreement or without the prior written consent of Agent, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the event it acquires rights in 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, it shall deliver to the Collateral Agent a completed Pledge Supplementhowever, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding notwithstanding the foregoing, it is understood and agreed that the security interest if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the Collateral foregoing in this clause (e), such Grantor shall promptly notify Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure in writing of any Grantor such election or action and, in such event, shall take all steps necessary or advisable to deliver a supplement to Schedule 4.4 as required herebyestablish Agent’s “control” thereof; (ii) except without the prior written consent of Agent or as provided in permitted under the next sentenceCredit Agreement, in the event such Grantor receives any dividends, interest or distributions on any 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 Investment Related PropertyPledged Equity Interest to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding Capital Stock or other Capital Stock 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 Grantors upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable only be required to ensure the validity, perfection, priority pledge Capital Stock in accordance with Section 2.2; and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 such Grantor consents to the grant by each other Grantor of a Security Interest security interest in all Investment Related Property to Agent and, without limiting the Collateral Agentforegoing, 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 and to the substitution of Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in without the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest prior written consent of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and or the Administrative Agent, it shall not be affected vote to enable or take any other action to, except as permitted by the failure 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 Grantor to deliver a supplement to Schedule 4.4 as required herebyway that adversely affects the validity, perfection or priority of the Collateral Agent’s security interest; (ii) except as provided in the next sentenceevent 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 such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control reasonable opinion of the Collateral Agent over upon written notice to such Investment Related Property (includingGrantor, without limitation, delivery thereof advisable to establish the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust ’s “control” (for the benefit purposes of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property UCC) of such Grantor. Notwithstanding the foregoingPledged Partnership Interests or Pledged LLC Interests, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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;applicable; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all Investment Related Property included in the Collateral to the Collateral AgentAgent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee in accordance with this Agreement following the occurrence and during the continuation of an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers (including economic, voting and control rights) related thereto.

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

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) except as permitted by the Indenture, it shall not vote to enable or take any other action to: (A) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the event it acquires rights in 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, it shall deliver hereof to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements elect or otherwise take any action to Schedules thereto, reflecting cause such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the Collateral Agent shall attach to all 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;UCC; 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 such Grantor receives any dividends, interest or distributions on shall enforce all of its rights with respect to any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority ; and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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) to the extent applicable, each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all Investment Related Property to Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to Collateral AgentAgent or its nominee following an Event of Default and to the substitution of Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (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) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under Section 9508 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 Investment Related Property Pledged Equity Interest or Pledged Debt after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property Pledged Equity Interest or Pledged Debt and all other Investment Related PropertyPledged Equity Interest or Pledged Debt. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all 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; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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: (i1) in except for the event it acquires rights in any Investment Related Property after the date hereofsecurity interest created by this Agreement, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein; (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 Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting upon completion of such new Investment Related Property and all merger or other Investment Related Property. Notwithstanding change in corporate structure confirming the foregoing, it is understood and agreed that grant of the security interest hereunder; (4) if the Collateral Agent or any Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, such Grantor shall use such value for such purposes and such Grantor further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be paid in the chronological order such Grantor acquired rights therein; (5) such Grantor shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided, such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment; (6) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, such Grantor shall promptly notify the Collateral Agent in writing of any event that may materially and adversely affect the value of the Collateral or any portion thereof, the ability of Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or the rights and remedies of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentencerelation thereto, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the levy of any legal process against the Collateral or any portion thereof; (7) such Grantor shall not take or permit any action which could impair the Collateral Agent) and pending any such action ’s rights in the Collateral; and (8) such Grantor shall be deemed to hold such dividendsnot sell, interest, distributions, securities transfer or other property in trust assign (by operation of law or otherwise) any Collateral except for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 AgentPermitted Sales.

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

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

Covenants and Agreements. Each (a) Grantor hereby covenants represents and agrees that:warrants that it is the owner in fee simple of the Premises, free and clear of all liens and encumbrances excluding, however, the Lease, and that it alone has full right to grant the Easements and assign the Lease (as such term is defined in Section 25 hereof). Grantor further represents and warrants that Grantee shall peaceably and quietly hold and enjoy the Easements for the Term. (ib) in During the event it acquires rights in any Investment Related Property after the date hereofTerm, it Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with pay when due all Supplements to Schedules thereto, reflecting such new Investment Related Property real property taxes and all other Investment Related Propertyfees and assessments attributable to the Premises. Notwithstanding If Grantor fails to pay when due any taxes affecting the foregoingPremises, Grantee shall have the right but not the obligation to pay such taxes and demand payment therefore from Grantor, which payment Grantor shall make within ten (10) days of such demand by Grantee. The provisions of the foregoing sentence shall survive the termination or expiration of this Agreement. (c) Grantor shall not cause the area comprising the Easements to be legally or otherwise subdivided from any master tract of which it is understood and agreed a part in such a way that the security interest remaining tract containing the Easements is substantially the only use of the Collateral Agent tract, nor shall attach Grantor cause the area comprising the Easements to be separately assessed for tax purposes. If it is determined by Grantee that the transfer of the Easements set forth herein requires or shall require the subdivision of the Premises, and if Grantee, in its sole judgment, determines that it desires to seek subdivision approval, then Grantor agrees to cooperate with Grantee, at Xxxxxxx’s expense, in obtaining all necessary approvals for such subdivision. (d) Grantor shall not grant, create, or suffer any claim, lien, encumbrance, easement, restriction or other charge or exception to title to the Premises that would adversely affect Grantee’s use of the Easements. Grantor has granted no outstanding options to purchase or rights of first refusal with respect to all Investment Related Property immediately upon or any Grantor’s acquisition part of rights therein the Premises and shall has entered into no outstanding contracts with others for the sale, mortgage, pledge, hypothecation, assignment, lease or other transfer of all or any part of the Premises and there are no leases, written or oral, affecting the lands underlying the Easements, all except for the Lease and Mortgage.. (e) Grantor has and will comply with all environmental, health and safety laws with respect to the Premises. (f) Grantor has not be affected by received notice of condemnation of all or any part of the failure Premises, notice of any Grantor assessment for public improvements, or notices with respect to deliver a supplement any zoning ordinance or other law, order, regulation or requirement relating to Schedule 4.4 as required hereby;the use or ownership of such lands and there exists no violation of any such governmental law, order, regulation or requirement and there is no litigation pending or threatened, which in any manner affects the Easements. (iig) except as provided Grantor reaffirms and restates the representations contained in the next sentenceLease (as defined in Section 25) as though they were set forth in this Agreement. The representations and warranties made hereunder shall survive the Closing. Xxxxxxx agrees to indemnify, defend and hold harmless Grantee and its officers, directors, shareholders, agents and attorneys for, from, and against all damages asserted against or incurred by any of them by reason of or resulting from a breach by Grantor of any representation, warranty or covenant of Grantor contained herein, in the event such Grantor receives any dividends, interest or distributions on any Investment Related PropertyLease, or in any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included agreement executed in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 Agentconnection herewith.

Covenants and Agreements. Each Grantor hereby covenants and agrees that:that until the payment in full of all Secured Obligations: 100 (i) subject to the limitation described in Section 2.2(d) with respect to the capital stock of any Controlled Foreign Corporation, in the event it acquires rights in any Investment Related Property constituting Pledged Equity Interests or Pledged Debt or otherwise with an aggregate net book value in excess of $500,000 after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately within ten (10) days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuingcontinuing or shall be caused thereby, 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 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) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Revolving Collateral Agent Agent, no less frequently than on a quarterly basis, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the applicable security interest of the Revolving Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall shall, subject to the terms of the Intercreditor Agreement, immediately take all steps, if any, necessary or advisable steps reasonably requested by the Revolving Collateral Agent to ensure the validity, perfectionperfection and priority of the security interest purported to be granted hereby to the Revolving Collateral Agent in such Investment Related Property, priority and, if applicable, and the control of the Revolving Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Revolving Collateral Agent) ), and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Revolving Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor, provided, however, that to the extent that any such Investment Related Property constitutes Fixed Collateral, prior to the Discharge of Term Obligations, the Grantor shall satisfy the requirements of this subsection relating to delivery and control by establishing such control and delivering such property to, and registering as owner of any uncertificated securities, the Term Collateral Agent in accordance with the terms of the Intercreditor Agreement, and by using commercially reasonable efforts to separately establish the Revolving Collateral Agent's independent control where possible. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Revolving Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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) in the event it acquires rights in any Investment Related Property in excess of $250,000 after the date hereof, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all 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 Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents or the Second Lien Collateral Agent pursuant to and in accordance with the Second Lien Security Documents) over such Investment Related Property Property, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such GrantorAgent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to may retain all ordinary cash dividends and distributions paid 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 Investment Related Property after the date hereof, within fifteen (15) days of receipt thereof, it shall deliver to the Collateral Security Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Security Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) subject to the materiality threshold set forth in Section 4.4.4(a)(ii), such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Security Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Security Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Security Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Security Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 Security Agent.

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

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

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

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, to the extent permitted by the Credit Agreement, so long as no Event of Default shall have occurred and be continuing, the 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 that: (i) in the event it acquires rights in any Investment Related Property that is required to be Collateral with a value in excess of $100,000 individually or $300,000 in the aggregate (except with respect to any Investment Related Property issued by a Grantor or any Subsidiary of a Grantor, as to which such threshold shall not apply) after the date hereofhereof (other than Cash Equivalents), it shall promptly deliver to the Collateral 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 Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Administrative Agent shall attach to all Investment Related Property that is required to be Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any non-cash dividends, interest or distributions on any Investment Related PropertyProperty included in the Collateral, or any securities or other property constituting Collateral upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable required hereunder to ensure the validity, perfection, priority and, if applicable, control of the Collateral Administrative Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral AgentAdministrative Agent to the extent required by Section 4.4.1(b)) and pending any such action such Grantor shall be deemed to hold such non-cash dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Administrative Agent and shall segregate such non-cash dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent authorizes each Grantor to retain all ordinary cash such 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 or principal; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property that is required to be Collateral (or which would be Collateral with the consent of such Grantor) to the Collateral Administrative Agent.

Covenants and Agreements. Each Grantor Section 5.1 Conduct of the Business of the Bank. (a) During the period from the date of this Agreement to the Effective Time of the Merger, the Bank shall (i) conduct its business in the usual, regular and ordinary course consistent with past practice and prudent banking and business principles, (ii) use its best efforts to maintain and preserve intact its business organization, employees, goodwill with customers and advantageous business relationships and retain the services of its officers and key employees, and (iii) except as required by law or regulation, take no action which would adversely affect or delay the ability of the Bank or SouthTrust to obtain any Consent from any Regulatory Authorities or other approvals required for the consummation of the transactions contemplated hereby or to perform its covenants and agrees thatagreements under this Agreement. (b) During the period from the date of this Agreement to the Effective Time of the Merger, except as required by law or regulation, the Bank shall not, without the prior written consent of SouthTrust: (i) in the event it acquires rights in change, delete or add any Investment Related Property after the date hereof, it shall deliver provision of or to the Collateral Agent a completed Pledge Supplement, substantially in the form Articles of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest Incorporation or Bylaws of the Collateral Agent shall attach to all 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 herebyBank; (ii) except as provided in change the next sentencenumber of shares of the authorized, in issued or outstanding capital stock of the event such Grantor receives Bank, including any dividendsissuance, interest purchase, redemption, split, combination or distributions on any Investment Related Propertyreclassification thereof, or issue or grant any securities option, warrant, call, commitment, subscription, right or agreement to purchase relating to the authorized or issued capital stock of the Bank, declare, set aside or pay any dividend or other property upon distribution with respect to the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control outstanding capital stock of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interestBank; (iii) incur any material liabilities or material obligations (other than deposit liabilities and short-term borrowings in the ordinary course of business), whether directly or by way of guaranty, including any obligation for borrowed money, or whether evidenced by any note, bond, debenture, or similar instrument, except in the ordinary course of business consistent with past practice; (iv) make any capital expenditures individually in excess of $25,000, or in the aggregate in excess of $50,000 other than pursuant to binding commitments existing on June 30, 1998 and disclosed in a Disclosure Schedule delivered pursuant to Article III of this Agreement or in the annexed DISCLOSURE SCHEDULE 5.1(B)(IV) and other than expenditures necessary to maintain existing assets in good repair, provided, that the Bank will notify SouthTrust of such expenditures; (v) except as disclosed on DISCLOSURE SCHEDULE 5.1(B)(V) sell, transfer, convey or otherwise dispose of any parcel of real property (including "other real estate owned") or interest therein or any tangible or intangible personal property having a book value in excess of or in exchange for consideration in excess of $50,000 for each Grantor consents such parcel or interest; (vi) except as provided for elsewhere in this Agreement, pay any bonuses to any executive officer except pursuant to the terms of an enforceable written agreement described in DISCLOSURE SCHEDULE 5.1(B)(VI); enter into any new, or amend in any respect any existing, employment, consulting, non-competition or independent contractor agreement with any person, except as may be required by law and except as contemplated by this Agreement; alter the terms of any existing incentive bonus or commission plan; adopt any new or amend in any material respect any existing employee benefit plan, except as may be required by law or to maintain the tax qualified status of any such plan; grant by each other Grantor of any general increase in compensation to its employees as a Security Interest in all Investment Related Property class or to the Collateral Agent.its officers except for non-executive

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all 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;[Reserved]. (ii) except as Each Grantor shall use its commercially reasonable best efforts to establish within 365 days of the Closing Date its primary domestic depository and cash management relationships with KeyBank or one of its Affiliates (together with, only until such relationships are established with KeyBank or one of its Affiliates, Pacific Western Bank, each a “Controlled Account Bank”) to the extent that the service and pricing options provided in the next sentence, in the event by KeyBank and/or its Affiliates to such Grantor receives any dividendsare competitive with those offered by other banks to companies similarly situated to Company. If such relationships are so established, interest or distributions on any Investment Related Propertyeach Grantor will maintain such depository and cash management relationships at all times during the term of the Credit Agreement; provided, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) that such Grantor shall immediately take no longer be required to maintain such depository and cash management relationships with KeyBank or its Affiliates if (x) KeyBank ceases to be a Revolving Lender under the Credit Agreement, or (y) the service or pricing options provided by KeyBank and/or its Affiliates to such Grantor are no longer competitive with those offered by other banks to companies similarly situated to Company. Further, each Grantor shall ensure that all stepsCollections owed to it and its Subsidiaries are either (A) remitted directly to a Controlled Account Bank by the applicable Account Debtors, if anyor (B) deposited or caused to be deposited promptly, necessary or advisable to ensure and in any event no later than the validitythird Business Day after the date of receipt thereof, perfectioninto a deposit account of such Grantor (each, priority and, if applicable, control a “Controlled Account”) at one of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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;Controlled Account Banks. (iii) each Each Grantor consents shall establish and maintain Control Agreements with Collateral Agent and the applicable Controlled Account Bank at which Deposit Accounts other than Excluded Accounts are held, in form and substance reasonably acceptable to Collateral Agent. Each such Control Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Collateral Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the grant administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Collateral Agent (an “Activation Instruction”), the Controlled Account Bank will forward by each other Grantor of a Security Interest daily sweep all amounts in all Investment Related Property the applicable Controlled Account to the Collateral Account or otherwise comply with the instructions of Collateral Agent. With respect to any Controlled Account, Collateral Agent shall not issue an Activation Instruction or other notice of control with respect to such Controlled Account unless an Event of Default has occurred and is continuing at the time such Activation Instruction or notice of control is issued. (iv) Each Grantor shall close any of its Controlled Accounts (as promptly as practicable and in any event within sixty (60) days or such longer period (not to exceed ninety (90) days) as may be required for such Grantor to establish a replacement Controlled Account) after notice from Collateral Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to such Controlled Account or Collateral Agent’s liability under any Control Agreement with such Controlled Account Bank is no longer acceptable in Collateral Agent’s reasonable judgment. (v) No Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist investments consisting of Cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Collateral Agent governing such Investments or assets in order to perfect (and further establish) Collateral Agent’s Liens in such investments or assets, in each case, other than with respect to Excluded Accounts.

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 that: (i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (aA) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (bB) such Grantor shall immediately promptly take all reasonable steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, or if an Event of Default shall have occurred and be continuing so long as the Collateral Agent has not given prior notice to such Grantor to the contrary, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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) in the event it acquires rights in any Investment Related Property after the date hereof, it shall promptly deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, winding up, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall promptly be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, to the Collateral Agent authorizes extent permitted to do so under Section 5.12 of the Credit Agreement, each Grantor to may retain all ordinary cash dividends and distributions paid 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 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 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 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) such subject to the materiality threshold set forth in Section 4.4.4(a)(iii), Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Collateral Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all 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; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities Securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities Securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and 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 Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 security interest in all Investment Related Property to the Collateral Agent.

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver as follows: Prior to the Collateral Agent 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 completed Pledge Supplement, substantially Control Agreement in the form substantially as set forth on Exhibit B hereto; provided, however, that the enforceability of Exhibit A attached hereto, together with all Supplements such Control Agreements shall be exclusively conditioned on the valid issuance of the Senior Secured Notes to Schedules thereto, reflecting such new Investment Related Property the Investor and all other Investment Related Propertythe receipt by the Company of gross proceeds of $16,500,000 therefrom. Notwithstanding the foregoing, it is understood and agreed that 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 Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein amounts in accounts for unpaid payroll, payroll taxes and withholding taxes) shall not be affected by subject to a Control Agreement. Twistbox Games Ltd. & Co. KG shall use its reasonable best efforts to cause the failure financial institution where any Deposit Account specified in item nos. 10, 11, 12, 13 and 14 of any Grantor Schedule 3.8 is maintained to deliver enter in to a supplement to Schedule 4.4 as required hereby; (ii) except as provided Control Agreement in the next form substantially as set forth on Exhibit B hereto within forty-five (45) days after the Applicable 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 event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included Excepted Deposit Accounts exceeds $500,000 in the definition of Collateral without further action and aggregate, the excess shall within forty-five (b45) such Grantor shall immediately take all steps, if any, necessary or advisable days be transferred to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof a Deposit Account subject to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantora Control Agreement. Notwithstanding the foregoing, so long 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 written notice prior to the formation of a Deposit 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 the form as no Event set forth on Exhibit B hereto and (ii) update Schedule 3.8 as appropriate thereafter. The preceding sentence shall not apply to the QRF Deposit Account. Notwithstanding the foregoing, New Deposit Accounts where the amount of Default 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 have occurred and not be continuingsubject to a Control Agreement. If any Grantor seeks to establish a New Deposit Account, the Collateral Agent authorizes agrees (x) not to unreasonably withhold its consent to any Control Account Bank selected by such Grantor and (y) 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 Grantor such Deposit Account is subject 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 AgentControl Agreement.

Covenants and Agreements. Each Grantor Debtor hereby covenants and agrees that: (i) it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that 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 Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Secured Party a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements a Supplement to Schedules theretoSchedule 4.4, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Secured Party shall attach to all Investment Related Property immediately upon any Grantor’s Debtor's acquisition of rights therein and shall not be affected by the failure of any Grantor Debtor to deliver a supplement to Schedule 4.4 as required hereby; (iiiii) except as provided in the next sentence, in the event such Grantor Debtor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) except with respect to Cash Proceeds, such Grantor 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 Collateral Agent Credit Facility Secured Party or the Secured Party over such Investment Related Property (including, without limitation, delivery thereof to Secured Party or Credit Facility Secured Party in accordance with the Collateral Agentterms of the Intercreditor Agreement to the extent then in effect) and pending any such action such Grantor Debtor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent Secured Party and the Credit Facility Secured Party and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such GrantorDebtor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent Secured Party authorizes each Grantor Debtor to retain all ordinary and extraordinary 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; (iiiiv) 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 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 any financing statement in effect at such time 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; provided that if the surviving or resulting company upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then such Debtor shall only be required to pledge equity interests to the extent they are not Excluded Collateral; and (vi) each Grantor Debtor consents to the grant by each other Grantor Debtor of a Security Interest security interest in all Investment Related Property to the Collateral AgentSecured Party.

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

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

Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that: (i) in except for the event it acquires rights in any Investment Related Property after security interest created by this Agreement and the date hereofother Collateral Documents, it shall deliver not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein; (ii) it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (iii) it shall not change such Grantor’s 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 Investment Related Property proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as Collateral Agent may reasonably request and (B) taken all other Investment Related Property. Notwithstanding actions reasonably necessary or reasonably requested by Collateral Agent to maintain the foregoingcontinuous validity, it is understood perfection and the same or better priority of Collateral Agent’s security interest in Collateral intended to be granted and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (iiiv) except as provided if Collateral Agent or any other Secured Party gives value to enable any Grantor to acquire rights in or the next sentenceuse of any Collateral, it shall use such value for such purposes; (v) it shall pay promptly when due all Taxes in accordance with Section 5.3 of the event Credit Agreement; (vi) upon such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the mergerofficer of such Grantor obtaining knowledge thereof, consolidation, liquidation or dissolution it shall promptly notify Collateral Agent in writing of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in event that may have a material adverse effect on the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control value of the Collateral or any substantial portion thereof, the ability of any Grantor or Collateral Agent over such Investment Related Property (to dispose of the Collateral or any portion thereof, or the rights and remedies of Collateral Agent in relation thereto, 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 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 extent expressly permitted by the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 AgentCredit Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) Subject to the limitation described in Section 2.2 with respect to the capital stock of any Controlled Foreign Corporation, in the event it acquires rights in any Investment Related Property constituting Pledged Equity Interests or Pledged Debt, after the date hereof, it shall deliver to the Collateral Agent Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Trustee shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any payments, dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such payments, dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately within ten (10) days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent Trustee over such Investment Related Property (including, without limitation, delivery thereof to the Collateral AgentTrustee) and pending any such action such Grantor shall be deemed to hold such payments, dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent 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 Collateral Agent 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;interest 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 AgentTrustee.

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: that the Collateral Agent shall have the right at any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent may: (i1) 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 might have done. If the Collateral Agent notifies any Grantor that it acquires rights has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any Investment Related Property after event within two (2) Business Days) deposited by such Grantor in the date hereofexact form received, it shall deliver duly indorsed by such Grantor to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentenceif required, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon Collateral Account maintained under the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions sole dominion and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property Agent, and until so turned over, all amounts and proceeds (including, without limitation, delivery thereof to the Collateral Agentincluding checks and other instruments) and pending any such action received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be deemed to hold such dividends, interest, distributions, securities or other property received in trust for the benefit of the Collateral Agent hereunder and shall segregate such dividends, distributions, Securities or be segregated from other property from all other property funds of such Grantor. Notwithstanding Grantor and such Grantor shall not adjust, settle or compromise the foregoingamount or payment of any Receivable, so long as no Event of Default shall have occurred and be continuingor release wholly or partly any Account Debtor or obligor thereof, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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.or allow any credit or discount thereon; and

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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;interest 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) in unless otherwise permitted under the event it acquires rights in any Investment Related Property after Credit Agreement, without the date hereofprior written consent of the Collateral Agent, it shall deliver not vote to enable or take any other action to: cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests owned by such Grantor which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC unless prior to taking such actions, such Grantor shall promptly notify the Collateral Agent a completed Pledge Supplementin writing of any such election or action and, substantially in the form of Exhibit A attached heretosuch event, together with shall take all Supplements steps necessary to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of establish the Collateral Agent shall attach to all Investment Related Property immediately upon any GrantorAgent’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby“control” thereof; (ii) except as provided in expressly permitted by the next sentenceCredit Agreement, in without the event such Grantor receives any dividendsprior written consent of the Collateral Agent, interest or distributions on any 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 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 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 Controlled Foreign Corporation, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable only be required to ensure the validity, perfection, priority pledge equity interests in accordance with Section 2.2; and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 security interest in all Investment Related Property to the Collateral AgentAgent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee following the occurrence and during the continuation of an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property in excess of $250,000 after the date hereof, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all 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 Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property Property, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such GrantorAgent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to may retain all ordinary cash dividends and distributions paid 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 thatthat until the payment in full of all Secured Obligations: (i) subject to the limitation described in Section 2.2(d) with respect to the capital stock of any Controlled Foreign Corporation, in the event it acquires rights in any Investment Related Property constituting Pledged Equity Interests or Pledged Debt or otherwise with an aggregate net book value in excess of $500,000 after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately within ten (10) days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuingcontinuing or shall be caused thereby, 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 interestinterest and principal; (iii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all Investment Related Property to the Collateral Agent.

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

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

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any 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, it shall promptly deliver to the Collateral 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 Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the applicable security interest of the Collateral Agent Lender shall attach to all 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; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately shall, 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 Collateral Agent Lender over such Investment Related Property (including, without limitation, including delivery thereof to the Collateral 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 Collateral 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 Collateral 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 security interest in all Investment Related Property to the Collateral AgentLender.

Covenants and Agreements. Each 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) Section 1.3. The obligations of the Guarantors under this Guaranty Agreement shall include the obligation to 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 Investment Related Property after the date hereof, it shall deliver this Guaranty Agreement to the Collateral 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 Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any 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 any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (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 such Grantor receives any dividends, interest or distributions on any 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 Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, 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 Collateral Agent over such Investment Related Property (any event, including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividendsfollowing, distributions, Securities whether or other property from all other property of such Grantor. Notwithstanding not with notice to or the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course consent of the business Guarantors: (a) the compromise, settlement, release or termination of any or all of the issuer and consistent with the past practice obligations, covenants or agreements of the issuer and all scheduled payments of interestSponsor or any Borrower under the Loan Facility Agreement or any other Operative Document; (iiib) each Grantor consents to the grant extent permitted by each other Grantor law, the failure to give notice to the Guarantors of the occurrence of a Security Interest Credit Event under the terms and provisions of this Guaranty Agreement or the occurrence of a "Credit Event" under the Loan Facility Agreement; (c) the waiver of the payment, performance or observance by the Guaranteed Parties, the Sponsor or any Guarantor of any of the obligations, covenants or agreements of any of them contained in all Investment Related Property the Loan Facility Agreement or any other Operative Document (except to the Collateral Agent.extent waived); (d) the extension of the time for payment of any obligations, covenants or agreements arising out of the Loan Facility Agreement or any other Operative Document or the extension or the renewal of any thereof; (e) the modification or amendment (whether material or otherwise) of 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) in the event it acquires rights in any Material Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Material Investment Related Property and all other Material Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 that: (i) in the event it acquires rights in any Investment Related Property with a value in excess of $500,000 individually or $1,000,000 in the aggregate together with all such Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 that: (i) without the prior written consent of the Collateral Agent, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that adversely affects the validity, perfection or priority of the Collateral Agent's security interest, (b) 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 in any way that adversely affects the validity, perfection or priority of the Collateral Agent's security interest, or (c) 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 (c), 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; (ii) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 3.4 as required hereby; (iiiii) except as provided in the next sentencesentence or in the Credit Agreement, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately within 10 days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such GrantorAgent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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; (iiiiv) it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests; (v) it shall notify the Collateral Agent of any material default under any Pledged Debt with an aggregate principal amount in excess of $100,000; (vi) without the prior written consent of the Collateral Agent, it shall not permit any issuer of any Pledged Equity Interest to merge or consolidate unless all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent company; provided that if the surviving or resulting company upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 1.4 hereof; and (vii) each Grantor consents to the grant by each other Grantor of a Security Interest security interest in all Investment Related Property to the Collateral AgentAgent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

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

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

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

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property Pledged Collateral (other than any Excluded Assets) after the date hereof, hereof it shall deliver deliver, in accordance with Section 5.l(m) of the Credit Agreement, to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules with respect thereto, reflecting such new Investment Related Property Pledged Collateral and all other Investment Related PropertyPledged Collateral. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property (other than any Excluded Assets) shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantoraction. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain (x) 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;interest and (y) all dividends, interest or distributions in connection with an Asset Sale conducted pursuant to a merger, consolidation, liquidation or dissolution; and (iii) each Grantor it consents to the grant by each other Grantor of a Security Interest in all Investment Related Property consisting of its Securities to the Collateral Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Agent, no less frequently than on a quarterly basis or as otherwise expressly required by the Credit Agreement, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable steps reasonably requested by the Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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) in unless otherwise permitted under the event it acquires rights in any Investment Related Property after Credit Agreement, without the date hereofprior written consent of the Collateral Agent, it shall deliver not vote to enable or take any other action to: cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests owned by such Grantor which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC unless prior to taking such actions, such Grantor shall promptly notify the Collateral Agent a completed Pledge Supplementin writing of any such election or action and, substantially in the form of Exhibit A attached heretosuch event, together with shall take all Supplements steps necessary to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of establish the Collateral Agent shall attach to all Investment Related Property immediately upon any GrantorAgent’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby“control” thereof; (ii) except as provided in expressly permitted by the next sentenceCredit Agreement, in without the event such Grantor receives any dividendsprior written consent of the Collateral Agent, interest or distributions on any 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 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 (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable only be required to ensure the validity, perfection, priority pledge equity interests in accordance with Section 2.2; and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 security interest in all Investment Related Property to the Collateral AgentAgent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee following the occurrence and during the continuation of an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the 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 Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Joint Collateral Agent shall attach to all 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; notwithstanding 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 Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Joint Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the 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 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 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; (iii3) If any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor consents shall take such additional actions under the laws of such issuer's jurisdiction to insure the grant by each other Grantor validity, perfection and priority (subject to Permitted Liens) of a Security Interest in 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 AgentAgent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Agent, no less frequently than on a quarterly basis or as otherwise expressly required by the Credit Agreement, a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable steps reasonably requested by the Collateral Agent to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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 with respect to itself that: (i) in the event it acquires rights in any Investment Related Property in excess of $5,000,000 individually after the date hereof, it shall promptly deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property; provided that no Grantor shall be required to deliver any such Pledge Supplement with respect to any Investment Property and all other in excess of $5,000,000 individually that has been acquired during any Fiscal Quarter earlier than the date of delivery of the Compliance Certificate delivered pursuant to Section 5.1(c) of the Credit Agreement with respect to such Fiscal Quarter (or such longer period as may be agreed by the Collateral Agent); provided, further that delivery of a Pledge Supplement with respect to any Investment Related PropertyProperty required to be delivered pursuant to Sections 5.10 or 5.13 of the Credit Agreement shall be delivered in accordance with such Sections. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral AgentAgent if required by this Agreement) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities Securities or other property in trust interest for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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;to it; 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 Guarantors absolutely and unconditionally covenants and agrees thatagree with Agent and Lenders as follows: (i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any 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) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividendsliquidation, interestdissolution, distributionsreceivership, securities or other property in trust conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, sale of all or substantially all assets, reorganization, arrangement, composition, or readjustment of, or other similar proceedings affecting the Collateral 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 such 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 Collateral Agent authorizes each 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 interest; (iii) each Grantor consents the Completion Obligations, INCLUDING ANY NEGLIGENCE OF AGENT AND/OR LEN DERS AND/OR STRICT LIABILITY, except to the grant by each other Grantor extent that the same may result from the misconduct or gross negligence of a Security Interest in all Investment Related Property to the Collateral AgentAgent or Lenders or any of their employees or agents.

Covenants and Agreements. Each Grantor hereby covenants and agrees that:that it shall perform all covenants in this Section 4.04(a)(i). (i1) in In the event it acquires rights in any Investment Related Property after the date hereof, it shall promptly (and in any event not later than ten (10) Business Days after acquisition) deliver to the Collateral 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 Investment Related Property and all other Investment Related PropertyProperty (other than any Investment Property (other than Pledged Equity Interests) which is credited to a Securities Account). Notwithstanding the foregoing, it is understood and agreed that the security interest and Lien of the Collateral Administrative Agent shall attach to all 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 4.04 as required hereby;. (ii2) except Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (ax) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (by) such Grantor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Administrative Agent over such Investment Related Property (including, without limitation, including delivery thereof to the Collateral Administrative Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Administrative Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Administrative 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;. (iii3) each Each Grantor consents to the grant by each other Grantor of a Security Interest security interest in and Lien on all Investment Related Property to the Collateral Administrative Agent.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall immediately notify the Agent thereof and deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements supplements to Schedules thereto, reflecting hereto identifying such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all 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; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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) if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, such Grantor shall, upon the request of the Agent, take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each Grantor consents case as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure the grant by each other Grantor validity, perfection and priority of a Security Interest in the security interest of the Agent. Upon the occurrence of an Event of Default and during the continuance thereof, the Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the Collateral Agentname of its nominee or agent. In addition, the Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it such Grantor acquires rights in any Investment Related Property (other than Receivables Contracts, to the extent not required to be delivered under Section 4.3(b)) after the date hereof, it such Grantor shall deliver to notify the Collateral Administrative Agent a completed Pledge Supplementthereof; provided, substantially in the form of Exhibit A attached heretothat, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Administrative Agent shall attach to all 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; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related PropertyProperty that is Collateral, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Administrative Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Administrative Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Administrative Agent and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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) 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 Grantor consents 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. Subject to the grant by each other Grantor occurrence of a Security Interest an Event of Default and to the terms, conditions and restrictions in the Intercreditor Agreement, the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to the Collateral Administrative Agent’s name or the name of the Administrative Agent’s nominee or agent. In addition, subject to the terms, conditions and restrictions in the Intercreditor Agreement, the Administrative 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) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent Secured Party a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent Secured Party shall attach to all Investment Related Property immediately upon any Grantor’s 's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent Secured Party over such Investment Related Property (including, without limitation, including delivery thereof to the Collateral AgentSecured Party) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent Secured Party and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent Secured Party authorizes each Grantor to retain all ordinary cash dividends and distributions permitted to be paid 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 interest;interest 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 Collateral AgentSecured Party.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property after the date hereofrequired to be pledged hereunder with an aggregate value in excess of $250,000, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest interests of the Collateral Agent shall attach to all such Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 4.04 as required hereby; provided that this covenant shall not apply to any of the outstanding capital stock, limited liability interests, partnership interests, trust interests or other equity interests of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock, limited liability interests, partnership interests, trust interests or other equity interests of such Controlled Foreign Corporation entitled to vote; provided further that following the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach immediately without further action to, such greater percentage of capital stock of each Controlled Foreign Corporation; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or reasonably advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such GrantorAgent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain may use 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;interest and principal; and (iii) each Grantor consents to the grant by each other Grantor to the Collateral Agent of a Security Interest Interests in all Investment Related Property issued by such Grantor required to the Collateral Agentbe pledged hereunder.

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

Covenants and Agreements. Each Grantor hereby covenants and agrees with respect to itself that: (i) in the event it acquires rights in any Investment Related Property in excess of $5,000,000 individually after the date hereof, it shall promptly deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property; provided that no Grantor shall be required to deliver any such Pledge Supplement with respect to any Investment Property and all other in excess of $5,000,000 individually that has been acquired during any Fiscal Quarter earlier than the date of delivery of the Compliance Certificate delivered pursuant to Section 5.1(c) of the Credit Agreement with respect to such Fiscal Quarter (or such longer period as may be agreed by the Collateral Agent); provided, further that delivery of a Pledge Supplement with respect to any Investment Related PropertyProperty required to be delivered pursuant to Sections 5.9 or 5.11 of the Credit Agreement shall be delivered in accordance with such Sections. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition 103522660_5 of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby; (ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral AgentAgent if required by this Agreement) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities Securities or other property in trust interest for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid 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;to it; and (iii) each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral AgentAgent and waives any applicable restrictions on transfer that may otherwise apply thereto in the event of any exercise of remedies hereunder.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all 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; (ii1) except as provided in the next sentencesentence or as otherwise expressly permitted under the Secured Debt Documents, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, in each case constituting Article 9 Collateral, then (aA) such dividends, interest or distributions and securities or other property shall be included in the definition of Article 9 Collateral without further action and (bB) such Grantor shall immediately take all steps, if any, reasonably necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over any such Investment Related Property with a value in excess of $100,000 (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property be segregated from all other property of such Grantor. (2) If any issuer of any Investment 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 reasonably necessary, under the laws of such issuer's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Notwithstanding Upon the foregoing, so long as no occurrence of an Event of Default and written notice from the Collateral Agent to the applicable Grantor (provided that if an Insolvency Proceeding shall have occurred with respect to such Grantor, such written notice shall not be required and shall be continuingdeemed to have been received by such Grantor upon the occurrence of such Event of Default), the Collateral Agent authorizes each Grantor shall have the right to retain transfer all ordinary cash dividends and distributions paid in the normal course or any portion 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 its name or the name of its nominee or agent. In addition, the Collateral AgentAgent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations.

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