Common use of Covenants as to the Pledged Collateral Clause in Contracts

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitments, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreement; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Pledgees shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent, any Pledgee or any agents or representatives of the Agent or any agents, designees or representatives thereof Pledgee at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent and each Pledgee a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s Pledgees’ right, title and security interest in and to the Pledged Collateral against the claims of any Personperson or entity; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent or any Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, or (ii) enable the Collateral Agent and each Pledgee to exercise and enforce its their rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (f) not create or suffer to exist any Lien lien upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents;hereto; and (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral AgentPledgee’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at its expense, upon the Pledgor’s expenserequest of the Agent, promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral, or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral Agreements and applicable securities laws; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock of each a Pledged IssuerSubsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock, or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Required Holders, shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Secured Parties, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent each Secured Party a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agenteach Secured Party’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent any Secured Party may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien Xxxx purported to be created hereby, (ii) enable the Collateral Agent such Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent such Secured Party irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurities Purchase Agreement or the Notes; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests share capital, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests share capital or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementshare capital; (i) not issue any share certificate, certificated security or other instrument to evidence or represent any share capital, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agenteach Secured Party’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Agent, acting pursuant to the written direction of the Buyers, shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly required or permitted by Section 7.02(c) of the Financing Put Agreement or this Agreement; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created hereby, restrictions on transfer imposed by the Securities Act or any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents;Collateral; and (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Required Holders, shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Secured Parties, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent each Secured Party a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agenteach Secured Party’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent any Secured Party may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent such Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent such Secured Party irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurities Purchase Agreement or the Notes; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests share capital, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests share capital or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementshare capital; (i) not issue any share certificate, certificated security or other instrument to evidence or represent any share capital, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agenteach Secured Party’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsany Commitment shall have not been terminated, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof at any time or from time to time as permitted by the Loan Agreement to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be reasonably necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c7(a)(i) of hereof and by the Financing Loan Agreement; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created herebyhereby or other Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than except pursuant to or as otherwise permitted under the Loan Documents; (h) except as otherwise permitted under the Loan Agreement, not vote in favor of permit the issuance by any Subsidiary of (i) any additional shares of any class of Equity Interests capital stock of each Pledged Issuerany Issuer that is a Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations (whether or not due) shall remain outstanding or prior to the termination of all CommitmentsSettlement Documents, the Pledgor will, unless the Collateral Agent Pledgee shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Pledgee or any agents, designees or representatives thereof at any time time, or from time to time time, to examine and make copies of and abstracts from such records consistent with the terms of the Financing Settlement Agreement; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent Pledgee a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral AgentPledgee’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent Pledgee to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Pledgee irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Settlement Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Settlement Documents; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Settlement Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral AgentPledgee’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsthe Total Commitment, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreement; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable advisable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) 6.02 of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) except as expressly permitted by the Financing Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (i) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at its expense, upon the Pledgor’s expenserequest of the Agent, promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral, or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral Agreements and applicable securities laws; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, beneficial ownership interests in the Trust or (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except beneficial ownership interests in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Trust; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof of Collateral Agent at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s Pledgees’ right, title and security interest in and to the Pledged Collateral against the claims of any Personperson or entity; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, or (ii) enable the Collateral Agent to exercise and enforce its the Pledgees’ rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (f) not create or suffer to exist any Lien lien upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents;hereto; and (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s Pledgees’ security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Subscription Agreement; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documentsterms hereof; (h) except as expressly permitted by the Subscription Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations Obligation shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created herebyhereby in the Pledged Collateral, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral, or (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) give the Collateral Agent at least 30 days’ prior written notice of any change in Pledgor‘s name or principal residence; (f) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (fg) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral Collateral, except for the Lien security interest created herebyhereby and by the other Loan Documents; (gh) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;; and (i) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Guaranteed Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agents or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of Section 7.01(f) of the Financing Agreement; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created herebyhereby or pursuant to any other Loan Document; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock of each any Pledged IssuerSubsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of the Total Commitments and the payment in full of all Commitmentsoutstanding Obligations, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, the other Agents or any agents, designees or representatives thereof at any time or and from time to time to examine and make copies of and abstracts from such records consistent records, in each case, in accordance with the terms of the Financing Agreement; (b) at the Pledgor’s Pledgors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors’ joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not convey, sell, assign assign, lease or sublease, transfer (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) 7.02 of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created herebyPermitted Liens; (g) not make amend, modify or consent to any amendment otherwise change (or permit the amendment, modification or other modification or waiver with respect to change in any manner of) any of the provisions of any Pledged Collateral or any instrument or agreement relating to the Pledged Collateral, or enter into any instrument or agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant except to the Loan Documentsextent permitted by the terms of the Financing Agreement; (h) not vote in favor of permit the issuance of (i) any additional shares or units of any class of Equity Interests Capital Stock of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares or units of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares or units of Equity InterestsCapital Stock, in each case, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the terms of the Financing Agreement;Agreement and provided that any such additional shares, units, securities, warrants, options contracts or other commodities issued to a Pledgor are pledged and delivered to the Collateral Agent pursuant to the terms hereof; and (i) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations Obligation shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of the Financing Term Loan Agreement; (b) at the Pledgor’s 's expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s 's expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s 's expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) 6.02 of the Financing AgreementTerm Loan Agreement or otherwise permitted by the Agent; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created herebyhereby and any Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each Pledged the Existing Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsthe Total Term Loan Commitment, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors’ joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) 6.02 of the Financing Loan Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created hereby;. (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents;. (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (i) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the -------------------------------------- Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Secured Party shall otherwise consent in writing: (a) keep Provide the Secured Party with thirty (30) days' advance notice of any change in the location of its primary residence from the address specified for the Pledgor in Section 5(e) above; and (b) Keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Secured Party or any agents, designees agents or representatives thereof at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreement;records; and (bc) at the Pledgor’s At its expense, promptly deliver to the Collateral Agent Secured Party a copy of each notice or other communication received by it in respect of the Pledged Collateral;; and (cd) at the Pledgor’s At its expense, defend the Collateral Agent’s Secured Party's right, title and special property and security interest in and to the Pledged Collateral against the claims of any Person;person; and (de) at the Pledgor’s At its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Secured Party may reasonably request in order to (i) to perfect and protect, or maintain the perfection of, protect the security interest and Lien created or purported to be created hereby, ; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral; or (iii) to otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Secured Party irrevocable proxies in respect of the Pledged Collateral;; and (ef) not Not sell, assign (by operation of law or otherwise)assign, exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreement;therein; and (fg) not Not create or suffer to exist any Lien lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien pledge hereunder and the security interest created hereby;; and (gh) not Not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Collateral; and (i) not Not (i) take any action that would, in any manner, impair the enforceability of the Secured Party's security interest in any Pledged Collateral or (ii) fail to take any action which where such failure would result in any manner impair the value of or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCCsuch impairment.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all CommitmentsCommitments and the Letters of Credit (unless otherwise cash collateralized pursuant to the terms of the Financing Agreement), the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreement; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable advisable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) 7.02 of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created herebyPermitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) Except as expressly permitted by the terms of the Financing Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on on, any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations Obligation shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of the Financing Agreement; (b) at the Pledgor’s Pledgors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors’ joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created herebyhereby and any Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (i) not take or fail to take any action which would in any manner impair the value of validly or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsthis Agreement, the Pledgor will, unless the Collateral Agent Lender shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Lender or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing AgreementNote; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral AgentLender’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Lender may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien lien created hereby, (ii) enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Lender irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementNotes and the other Transaction Documents; (f) not create or suffer to exist any Lien lien upon or with respect to any Pledged Collateral except for the Lien lien created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction (other than as required by applicable law) with respect to any Pledged Collateral other than pursuant to the Loan Note and the other Transaction Documents; (h) not vote take any action which would in favor of any manner impair the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuervalue of, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or enforceability of, the enforceability of the Collateral AgentLender’s security interest in and Lien lien on any Pledged Collateral; and (ji) cause each interest in each Pledged Issuer controlled by if the Pledgor and pledged hereunder to be shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) represented by stock certificate (including, without limitation, any certificate representing a certificatestock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) deemed a “security” within the meaning of Article 8 of the UCC and option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) governed dividends payable in cash (except such dividends permitted to be retained by Article 8 the Pledgor pursuant to Section 6 hereof) or in securities or other property or (iv) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the UCCLender, shall segregate it from the Pledgor’s other property and shall deliver it forthwith to the Lender, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Lender as Pledged Collateral and as further collateral security for the Obligations.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to outstanding, each of the termination of all Commitments, the Pledgor Pledgors will, unless the Collateral Administrative Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral pledged by such Pledgor hereunder and permit the Collateral Agent Administrative Agent, or any agents, designees of its agents or representatives thereof at any time or from time to time time, to examine and make copies of and abstracts from such records consistent with pursuant to the terms of Section 5.01(e) of the Financing Loan Agreement; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Administrative Agent a copy of each material notice or other communication received by it any Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Administrative Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Administrative Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Administrative Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein therein, except as expressly permitted by Section 7.02(c7(a)(i) hereof and Section 5.02(c) of the Financing Loan Agreement; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral Collateral, except for the Lien security interest created herebyhereby and Liens permitted by the Loan Agreement; (g) not file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction (foreign or domestic), any financing statement, notice of lien or like instrument with respect to the Pledged Collateral, except for a financing statement, notice of lien or like instrument which is filed pursuant hereto or any other Loan Document; (h) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to in accordance with and as permitted by the Loan DocumentsDocuments and applicable laws; (hi) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged IssuerSubsidiary unless such Capital Stock is pledged to the Administrative Agent in accordance with this Agreement, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or Capital Stock, (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity InterestsCapital Stock or (iv) any indebtedness to any Subsidiary, except unless such indebtedness (A) is evidenced by a promissory note which is delivered to the Administrative Agent in the case of clauses (i), (iiaccordance with Section 4(a) hereof and (iii), to B) is not otherwise prohibited by Section 5.02 of the extent any such issuance is expressly permitted by the Financing Loan Agreement; (j) without at least 30 days' prior written notice to the Administrative Agent, not (i) maintain any of its books and records with respect to the Pledged Collateral at any office or maintain its principal place of business at any place other than at the address on Schedule V hereto or (ii) change its name, or the name under which it does business, from the name shown on the signature pages hereto; and (k) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Administrative Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at its expense, upon the Pledgor’s expenserequest of the Agent, promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral, or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral Agreements and applicable securities laws; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Secured Party, shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Secured Party, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent Secured Party a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral AgentSecured Party’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent any Secured Party may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Secured Party irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurities Purchase Agreement or the Notes; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests share capital, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests share capital or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementshare capital; (i) not issue any share certificate, certificated security or other instrument to evidence or represent any share capital, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral AgentSecured Party’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep Keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreement;records. (b) at At the Pledgor’s 's expense, promptly deliver to the Collateral Agent and each Lender a copy of each notice or other communication received by it the Pledgor in respect of the Pledged Collateral;, together with a copy of any reply by the Pledgor thereto. (c) at At the Pledgor’s 's expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person;. (d) at At the Pledgor’s 's expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral, or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering as may be necessary or that the Agent may reasonably request in order to perfect and preserve the Collateral Agent irrevocable proxies in respect of the Pledged Collateral;security interest purported to be created hereby. (e) not Not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreement;Collateral. (f) not Not create or suffer to exist any Lien lien, security interest or other charge or encumbrance upon or with respect to any the Pledged Collateral except for the Lien created hereby;Collateral. (g) not Not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents;hereto. (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to Not take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Lender shall otherwise consent in writing: (a) keep adequate give Lender at least thirty (30) days’ prior written notice of any change in the location of the office where it keeps its records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing AgreementCollateral; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral AgentLender’s right, title and security interest in and to the Pledged Collateral against the claims of any Personindividual or entity; (dc) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Lender may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien created or purported to be created hereby, ; (ii) enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral; or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (ed) not sell, assign (by operation of law or otherwise)assign, exchange or otherwise dispose of any of the Pledged Collateral Collateral, or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (fe) not create or suffer to exist any Lien lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral Collateral, except for the Lien pledge hereunder and the security interest created hereby; (gf) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents;hereto; and (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (ig) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral AgentLender’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it any Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurities Purchase Agreement or the Notes; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to and the termination of all CommitmentsSecurities Purchase Agreement and the other Transaction Documents shall not have been terminated, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it any Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors’ joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Securities Purchase Agreement; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Transaction Documents; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerany Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule II hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations (other than contingent indemnification obligations and expense reimbursement obligations to the extent that such expenses have not yet been incurred) shall remain outstanding outstanding, any Letters of Credit shall not have been terminated or prior cash collateralized in accordance with the terms of the Loan Agreement, or any commitment to make Advances or issue Letters of Credit under the termination of all CommitmentsLoan Agreement shall not have been terminated, the each Pledgor will, unless the Collateral Agent Lender shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Lender or any agents, designees or representatives thereof at any time or from time to time hereafter but, absent a continuing Event of Default, at reasonable times and intervals and upon reasonable notice and during normal business hours, to examine and make copies of and abstracts from such records consistent with pursuant to the terms of the Financing Loan Agreement; (b) at the Pledgor’s Pledgors’ joint and several expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors’ joint and several expense, defend the Collateral AgentLender’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Lender may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Lender irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Loan Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien created herebyhereby and any Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) except to the extent permitted in the Loan Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock or other equity interests of each Pledged any Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or other equity interests, or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock or other equity interests; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral AgentLender’s security interest in and a Lien on any Pledged Collateral; and (j) cause each not permit any limited liability company interest in each Pledged Issuer controlled by the of any Pledgor and pledged hereunder that is a limited liability company to be (i) dealt in or traded on securities exchange or in securities markets, become a security for purposes of 8-103 of any relevant Uniform Commercial Code, become an investment company security, or be represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any Until the Discharge of the Senior Secured Note Obligations shall remain outstanding or prior to (as defined in the termination of all CommitmentsSecurity Agreement), the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and and, upon the reasonable request of the Collateral Agent, permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time time, upon reasonable prior notice and during normal business hours, to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any PersonPerson other than Liens created by the Senior Secured Note Documents and Permitted Liens; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may determine to be reasonably request necessary or desirable in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral (other than, until the date upon which the Discharge of the Credit Facility Obligations has occurred, Pledged Collateral that constitutes Credit Facility Priority Collateral); (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) 4.10 of the Financing AgreementIndenture; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created herebyhereby and any Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Senior Secured Note Documents and the Credit Facility Documents; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity InterestsCapital Stock, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted not prohibited by the Financing Agreement;Indenture; and (i) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Required Holders, shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Secured Parties, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent each Secured Party a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agenteach Secured Party’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent any Secured Party may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent such Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent such Secured Party irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurities Purchase Agreement or the Notes; (f) not permit, create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral Collateral, organizational documents of the Company or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests share capital, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests share capital or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementshare capital; (i) not change any of its name, its certificate of incorporation, bylaws or similar organizational documents, jurisdiction of incorporation, or the location of its chief executive office, without giving the Secured Parties at least thirty (30) days prior written notice thereof; (j) not issue any share certificate, certificated security or other instrument to evidence or represent any share capital, any partnership interest or membership interest described in Schedule I hereto; and (k) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agenteach Secured Party’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of Unless and until the Obligations shall remain outstanding or prior to the termination of all Commitmentshave been paid in full, the Pledgor willshall, unless the Collateral Agent Pledgee shall otherwise consent in writing: (a) keep adequate xxxx its books and records concerning to reflect the Pledged Collateral and permit security interest granted to the Collateral Agent or any agents, designees or representatives thereof at any time or from time Pledgee pursuant to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing this Agreement;. (b) at the Pledgor’s expense, promptly promptly, and in any event within five (5) days after receipt, deliver to the Collateral Agent Pledgee a copy of each material notice or other material communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral AgentPledgee’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable appropriate or that the Collateral Agent Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent Pledgee to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral in accordance with the provisions hereof or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Pledgee, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any of its interest therein except other than as expressly permitted by Section 7.02(c) of under the Financing AgreementNotes and other Transaction Documents; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral owned by it except for the Lien created herebyhereby or the other Transaction Documents or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral AgentPledgee’s security interest in and Lien on any Pledged Collateral; and; (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 distribute to Pledgee any cash dividends or distributions received in respect of the UCC Pledged Collateral and (iii) governed all such amounts shall be utilized by Article 8 the Pledgee to repay the Note and other obligations of the UCCPledgor to the Pledgee.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to and the termination of all CommitmentsSecurities Purchase Agreement and the other Transaction Documents shall not have been terminated, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it any Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors’ joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) subject to the rights of the Senior Lender pursuant to the Subordination Agreement, not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Securities Purchase Agreement; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Transaction Documents; (h) except as for the issuances contemplated by the Securities Purchase Agreement to the purchasers thereunder, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerany Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at their expense (which obligation shall be joint and several in nature), upon the Pledgor’s expenserequest of the Agent, promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s expensetheir expense (which obligation shall be joint and several in nature), defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expensetheir expense (which obligation shall be joint and several in nature), at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral, or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created herebyhereby and Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsIndenture and applicable securities laws; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock of each a Pledged IssuerSubsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock, or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Secured Party, shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Secured Party, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent Secured Party a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral AgentSecured Party’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent any Secured Party may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien Lxxx purported to be created hereby, (ii) enable the Collateral Agent Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Secured Party irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurities Purchase Agreement or the Notes; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests share capital, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests share capital or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementshare capital; (i) not issue any share certificate, certificated security or other instrument to evidence or represent any share capital, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral AgentSecured Party’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations Obligation shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the each Pledgor willshall, unless the Collateral Administrative Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Administrative Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of the Financing Agreement; (b) at the Pledgor’s Pledgors’ joint and several expense, promptly deliver to the Collateral Administrative Agent a copy of each material notice or other material communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors’ joint and several expense, defend the Collateral Administrative Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Administrative Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Administrative Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created herebyhereby and any Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Administrative Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Lender shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Lender or any agents, designees agents or representatives thereof at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s Lender's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Lender may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral, or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Lender irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documentshereto; (h) not vote in favor of consent to the issuance of (i) any additional shares of any class of Equity Interests capital stock of each Pledged Issuerthe Speakeasy Reno or Speakeasy Vegas, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s Lender's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long -------------------------------------- as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Purchasers' Representative shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent each Pledgee or any agents, designees agents or representatives thereof at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent Purchasers' Representative a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s each Pledgee's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent any Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, or (ii) enable the Collateral Agent such Pledgee to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documentshereto; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s each Pledgee's security interest in and Lien on any Pledged Collateral; and (ji) cause each interest in each the event that any Pledgee exercises its rights under any of the Transaction Documents as to any of such Pledgee's Pledged Issuer controlled by Shares in compliance with applicable securities laws and interpretations thereof, the Pledgor shall cause, at its expense, its legal counsel to issue an opinion (provided that the requisite legal and pledged hereunder factual criteria for issuing such an opinion are present in the transaction) addressed to DOC and DOC's transfer agent, providing that such Pledgee's Pledged Shares can be (i) represented by a certificate, (ii) deemed a “security” within reissued without legends or any other restriction on the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCCtransfer thereof.

Covenants as to the Pledged Collateral. So long as any of the Obligations (other than inchoate indemnity obligations) shall remain outstanding or prior to and the termination of all CommitmentsSecurities Purchase Agreement and the other Transaction Documents shall not have been terminated, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it any Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors’ joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurity Agreement or any other Transaction Document; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Transaction Documents, except where such amendment, modification or restriction would not have a Material Adverse Effect; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerany Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule II hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the -------------------------------------- Guaranteed Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of Section 7.01(f) of the Amended and Restated Financing Agreement; (b) at its expense, upon the Pledgor’s expenserequest of the Collateral Agent, promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein (other than the Pledged Shares issued by Norty's, Inc.) except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make hereby or consent pursuant to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) Document and (iii), to the extent any such issuance is expressly Liens permitted by the Amended and Restated Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of Unless and until the Obligations shall remain outstanding or prior to the termination of all Commitmentshave been paid in full, the each Pledgor willshall, unless the Collateral Agent Pledgee shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Pledgee or any agents, designees or representatives thereof at any time or from time to time time, subject to the terms of the Notes, to examine and make copies of and abstracts from such records consistent during normal business hours of Pledgors provided that the Pledgor shall not bear the cost and expense of more than two such examinations or other visits in any calendar year unless an Event of Default, or any event that with the terms giving of notice or the Financing Agreementlapse of time, or both, would constitute an Event of Default, has occurred and is continuing; (b) at the Pledgor’s Pledgors' joint and several expense, promptly promptly, and in any event within five (5) days after receipt, deliver to the Collateral Agent Pledgee a copy of each material notice or other material communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s Pledgee's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable appropriate or that the Collateral Agent Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent Pledgee to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral in accordance with the provisions hereof or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Pledgee, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral owned by it or any of its interest therein except other than as expressly permitted under the Notes or approved by the Senior Agent (as defined in the Intercreditor Agreement (as defined in Section 7.02(c16(i) hereof)) in accordance with Section 2.5 of the Financing Intercreditor Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral owned by it except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral except that any Pledgor may make or consent to any amendment or other modification or waiver solely to the extent necessary to reflect any merger or consolidation permitted under Section 14(f) of the Notes or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to under the Transaction Documents and the Senior Loan Documents; (h) except as expressly permitted by the Notes, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerany Existing Issuer or any other Issuer that is also a Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or other equity or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock or other equity; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s Pledgee's security interest in and Lien on any Pledged Collateral; and; (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder not permit any Issuer, directly or indirectly, to be (i) represented by a certificateexcept as permitted under the Notes, issue, sell, grant, assign, transfer or otherwise dispose of, any additional membership interests of such Issuer or any option or warrant with respect to, or other right or security convertible into, any additional members interests, now or hereafter authorized, unless all such additional membership interests, options, warrants, rights or other such securities are made and shall remain part of the Pledged Collateral subject to the pledge and security interest granted herein, (ii) deemed a “security” within take any action to withdraw the meaning authority of Article 8 or to limit or restrict the authority of the UCC any Issuer's managers or officers to deal and contract with Pledgee and to bind and obligate any Issuer, or (iii) governed pay any interim distribution in cash or other assets to any member that is not a Borrower, except as permitted in the Notes. Any distribution by Article 8 any Issuer other than as permitted in the Notes shall constitute a "wrongful distribution" for purposes of applicable law; (k) promptly notify Pledgee in writing of the UCCoccurrence of any event specified in any Issuer's certificate of incorporation or other organizational documents that may result in Issuer's dissolution or liquidation.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Administrative Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Administrative Agent or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of Section 6.05 of the Financing Credit Agreement; (b) at its expense, upon the Pledgor’s expenserequest of the Administrative Agent, promptly deliver to the Collateral Administrative Agent a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Administrative Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Administrative Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Administrative Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created herebyhereby or pursuant to any other Credit Document to which it is a party; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCredit Documents and applicable securities laws; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock of each Pledged Issuera Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Administrative Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations Obligation shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of the Financing Agreement; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created herebyhereby and any Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (jh) cause each Not permit any limited liability company interest in each Pledged Issuer controlled by the of any Pledgor and pledged hereunder that is a limited liability company to be (i) dealt in or traded on securities exchange or in securities markets, become a security for purposes of Section 8-103 of any relevant Uniform Commercial Code, become an investment company security, or be represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agents or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of Section 7.01(f) of the Financing Agreement; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created herebyhereby or pursuant to any other Loan Document; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock of each any Pledged IssuerSubsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Administrative Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Administrative Agent or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of Section 6.05 of the Financing Credit Agreement; (b) at its expense, upon the Pledgor’s expenserequest of the Administrative Agent, promptly deliver to the Collateral Administrative Agent a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Administrative Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Administrative Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Administrative Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created herebyhereby or pursuant to any other Credit Document and Liens permitted by the Credit Agreement; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCredit Documents and applicable securities laws; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock of each a Pledged IssuerSubsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Administrative Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurities Purchase Agreement or the Notes; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Required Holders, shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Secured Parties, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent each Secured Party a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agenteach Secured Party’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent any Secured Party may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent such Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent such Secured Party irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurities Purchase Agreement or the Notes; (f) not permit, create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral Collateral, organizational documents of the Company or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests share capital, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests share capital or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementshare capital; (i) not change his name or principal residence without giving the Secured Parties at least thirty (30) days prior written notice thereof; (j) not issue any share certificate, certificated security or other instrument to evidence or represent any share capital, any partnership interest or membership interest described in Schedule I hereto; and (k) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agenteach Secured Party’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of Until the Obligations shall remain outstanding or prior to the termination of all CommitmentsTermination Date, the Pledgor will, except as otherwise provided in or permitted by the Notes or the Securities Purchase Agreement or unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any other Secured Party or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s 's expense, promptly deliver to the Collateral Agent and each other Secured Party a copy of each material notice or other material communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s 's expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s 's expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created hereby;; and (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged IssuerMitel Delaware, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interestsunless, except in the case of clauses (i)each case, (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail made to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder such items can be and are physically delivered to be (i) represented by a certificate, (ii) deemed a “security” within the meaning Collateral Agent at the time of Article 8 of the UCC and (iii) governed by Article 8 of the UCCissuance.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to and the termination of all CommitmentsSecurities Purchase Agreement and the other Transaction Documents shall not have been terminated, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it any Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Securities Purchase Agreement; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Transaction Documents; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerany Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Pledgees or any agents, designees agents or representatives thereof at any time or of Pledgees during regular business hours and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent Pledgees a copy of each notice or other communication received by it the Pledgor in respect of the Pledged Collateral (including but not limited to notices from the Company regarding a stock dividend, stock split, stock combination, rights offering, reclassification, or similar transaction with respect to the Pledged Collateral); (c) at the Pledgor’s its expense, defend the Collateral Agent’s Pledgees’ right, title and security interest in and to the Pledged Collateral against the claims of any Personperson or entity; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Pledgees may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, or (ii) enable the Collateral Agent Pledgees to exercise and enforce its the Pledgees’ rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) without the prior written consent of the Financing AgreementPledgees; (f) not create or suffer to exist any Lien lien upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documentshereto; (h) not vote take or fail to take any action which would in favor any manner impair the value of the issuance of (i) Pledgees’ security interest in any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity InterestsCollateral, except in the case ordinary course of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted business or as required by the Financing Agreement;law; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s Pledgees’ security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to outstanding, each of the termination of all Commitments, the Pledgor Pledgors will, unless the Collateral Administrative Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral pledged by such Pledgor hereunder and permit the Collateral Agent Administrative Agent, or any agents, designees of its agents or representatives thereof at any time or from time to time time, to examine and make copies of and abstracts from such records consistent with pursuant to the terms of Section 5.01(e) of the Financing Loan Agreement; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Administrative Agent a copy of each material notice or other communication received by it any Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Administrative Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Administrative Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Administrative Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein therein, except as expressly permitted by Section 7.02(c7(a)(i) hereof and Section 5.02(c) of the Financing Loan Agreement; (f) not create file or suffer to exist be on file, or authorize or permit to be filed or to be on file, in any Lien upon jurisdiction (foreign or domestic), any financing statement, notice of lien or like instrument with respect to any the Pledged Collateral Collateral, except for the Lien created herebya financing statement, notice of lien or like instrument which is filed pursuant hereto or any other Loan Document; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged IssuerSubsidiary unless such Capital Stock is pledged to the Administrative Agent in accordance with this Agreement, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or Capital Stock, (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity InterestsCapital Stock or (iv) any indebtedness to any Subsidiary, except unless such indebtedness (A) is evidenced by a promissory note which is delivered to the Administrative Agent in accordance with Section 4(a) hereof and (B) is not otherwise prohibited by Section 5.02 of the case of clauses Loan Agreement; (h) without at least 30 days' prior written notice to the Administrative Agent, not (i), ) maintain any of its books and records with respect to the Pledged Collateral at any office or maintain its principal place of business at any place other than at the address on Schedule V hereto or (ii) and (iii)change its name, to or the extent any such issuance is expressly permitted by name under which it does business, from the Financing Agreement;name shown on the signature pages hereto; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Administrative Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any principal of the Obligations or interest on any Revolving Loan, any Reimbursement Obligation, any Letter of Credit Obligation or any other Obligation (whether or not due) shall remain outstanding unpaid or prior to any Lender shall have any Revolving Credit Commitment under the termination of all CommitmentsRestated Financing Agreement, the Pledgor willshall, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s 's expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s 's expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s 's expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Restated Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to as expressly permitted by the Restated Financing Agreement and the other Loan Documents; (h) except as expressly permitted by the Restated Financing Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock, partnership interests, member interests or other equity of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to and/or until the termination of all CommitmentsNote is satisfied in its entirety, the Pledgor willshall, unless the Collateral Agent Pledgee shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Pledgee or any agents, designees agents or representatives thereof of Pledgee at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent Pledgee a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s Pledgee's right, title and security interest in and to the Pledged Collateral against the claims of any Personperson or entity; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, or (ii) enable the Collateral Agent Pledgee to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (f) not create or suffer to exist any Lien lien upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documentshereto; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s Pledgee's security interest in and Lien on any Pledged Collateral; and Collateral (j) cause each interest including but not limited to taking any action that would result in each Pledged Issuer controlled by the Pledgor and pledged hereunder to no longer be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 Chairman of the UCC and (iii) governed by Article 8 Board of Directors of the UCCCompany.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Pledgees shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Pledgees or any agents, designees agents or representatives thereof of the Pledgees at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent Pledgees a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s Pledgees’ right, title and security interest in and to the Pledged Collateral against the claims of any Personperson or entity; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Pledgees may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, hereby or (ii) enable the Collateral Agent Pledgees to exercise and enforce its their rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (f) not create or suffer to exist any Lien lien upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents;hereto; and (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s Pledgees’ security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to and/or until the termination of all CommitmentsNote is satisfied in its entirety, the Pledgor willshall, unless the Collateral Agent Pledgee shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Pledgee or any agents, designees agents or representatives thereof of Pledgee at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent Pledgee a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s Xxxxxxx's right, title and security interest in and to the Pledged Collateral against the claims of any Personperson or entity; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, or (ii) enable the Collateral Agent Pledgee to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (f) not create or suffer to exist any Lien lien upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documentshereto; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s Pledgee's security interest in and Lien on any Pledged Collateral; and Collateral (j) cause each interest including but not limited to taking any action that would result in each Pledged Issuer controlled by the Pledgor and pledged hereunder to no longer be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 Chairman of the UCC and (iii) governed by Article 8 Board of Directors of the UCCCompany.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsany Commitment shall not have been terminated, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any Lender or any agents, designees or representatives thereof at any time or from time to time hereafter but, absent a continuing Default, upon reasonable notice and during normal business hours, to examine and make copies of and abstracts from such records consistent with pursuant to the terms of the Financing Credit Agreement; (b) at the Pledgor’s Pledgors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors’ joint and several expense, take commercially reasonable steps to defend the Collateral Agent’s or any Lender’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be reasonably necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Credit Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien created herebyhereby and in the Loan Documents and any Permitted Liens; (g) not make or consent to any material amendment or other material modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any material restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) except to the extent permitted in the Credit Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock of each Pledged any Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s security interest in and a Lien on any Pledged Collateral; and (j) cause each not permit any limited liability company interest in each Pledged of any Issuer controlled by the Pledgor and pledged hereunder that is a limited liability company, or any partnership interest of any Issuer that is a partnership, to be (i) dealt in or traded on securities exchange or in securities markets, become a security for purposes of Section 8-103 of any relevant Uniform Commercial Code, become an investment company security, or be represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the -------------------------------------- Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of Section 7.01(f) of the Amended and Restated Financing Agreement; (b) at its expense, upon the Pledgor’s expenserequest of the Collateral Agent, promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein (other than the Pledged Shares issued by Norty's, Inc.) except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make hereby or consent pursuant to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) Document and (iii), to the extent any such issuance is expressly Liens permitted by the Amended and Restated Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent each Pledgee shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent each Pledgee or any agents, designees agents or representatives thereof at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent Pledgees a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agenteach Pledgee’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent any Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Custodian or the Cash Collateral Agent Custodian, as applicable, or the Pledgees to exercise and enforce its their rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any Pledged Collateral or any interest therein except therein; provided, however, that so long as expressly permitted by Section 7.02(cno Event of Default or event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing, the Pledgor shall be entitled to instruct the Pledgees to direct the Cash Collateral Custodian to transfer to the Pledgor, in accordance with the Pledgor’s written instructions, (i) up to fifty percent (50%) of the Financing Agreement;Cash Collateral then on deposit in the Cash Collateral Account on a date that is not earlier than the date that is nine months after the date hereof, and (ii) all remaining Cash Collateral from the Cash Collateral Account on a date that is not earlier than the date that is twelve months after the date hereof; provided, further, that (A) the Pledgees shall have received at least five business days prior written notice (but not more than seven business days prior written notice) of such request, (B) such request shall include a certificate by a duly authorized officer of the Pledgor, certifying to the Pledgees that no Event of Default or event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing, and (C) such transfer and release shall not affect in any respect the lien and security interest of the Pledgees in any of the other Pledged Collateral. (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien security interest created hereby, except as otherwise expressly provided in Section 6(e) hereof; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documentshereto, except as otherwise expressly provided in Section 6(e) hereof; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agenteach Pledgee’s security interest in and Lien on any Pledged Collateral; (i) in the event that, and as soon as, the Pledged Shares become eligible for resale by the Pledgor pursuant to Rule 144(k), the Pledgor shall cause, at its expense, its legal counsel to issue an opinion (provided that the legal and factual criteria that are reasonably required for issuing such an opinion are present in the transaction) addressed to AVII and AVII’s transfer agent providing that such Pledged Shares can be reissued without legends or any other restriction on the transfer thereof and shall take all other necessary action to cause the Pledged Shares held by the Custodian to so be reissued to the Custodian, on behalf of the Pledgees, without any such legend or restriction; and (j) cause each interest in each the event that the provisions of Section 6(i) are not applicable and the Custodian or any Pledgee exercises its rights under any of the Transaction Documents as to any of such Pledgee’s Pledged Issuer controlled by Shares in compliance with applicable securities laws, the Pledgor shall cause, at its expense, its legal counsel to issue an opinion (provided that the legal and pledged hereunder factual criteria that are reasonably required for issuing such an opinion are present in the transaction) addressed to AVII and AVII’s transfer agent providing that such Pledged Shares can be (i) represented by a certificate, (ii) deemed a “security” within reissued without legends or any other restriction on the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCCtransfer thereof.

Covenants as to the Pledged Collateral. So long -------------------------------------- as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsthe Total Revolving Credit Commitments and Letter of Credit Accommodations (unless otherwise cash collateralized pursuant to the terms of the Financing Agreement), the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time during regular business hours to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) 7.02 of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created herebyhereby or for the Lien in favor of the 2009 Note Trustee for the benefit of the 2009 Note Holders, as permitted by the Financing Agreement; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents and the 2009 Note Security Documents, 2009 Notes and 2009 Note Indenture; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity InterestsCapital Stock, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;; and (i) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations Obligation shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor willshall, unless the Collateral Administrative Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Administrative Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of the Financing Credit Agreement; (b) at the Pledgor’s expense, promptly deliver to the Collateral Administrative Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Administrative Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Administrative Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Administrative Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each the Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Administrative Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any principal of the Obligations or interest on any Revolving Loan, any Reimbursement Obligation, any Letter of Credit Obligation or any other Obligation (whether or not due) shall remain outstanding unpaid or prior to any Lender shall have any Revolving Credit Commitment under the termination of all CommitmentsRestated Financing Agreement, the Pledgor willshall, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Restated Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to as expressly permitted by the Restated Financing Agreement and the other Loan Documents; (h) except as expressly permitted by the Restated Financing Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock, partnership interests, member interests or other equity of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to outstanding, Debtor and the termination of all Commitments, the Pledgor Company will, and Debtor will cause the Company to, unless the Collateral Agent Secured Party shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreement; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the PledgorDebtor’s expense, defend the Collateral AgentSecured Party’s right, title and security interest in and to the Pledged Collateral against any person or entity claiming pursuant to any lien, security interest or other charge or encumbrance created by or in the claims right of any PersonDebtor; (db) at the PledgorDebtor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Secured Party may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien created or purported to be created hereby, ; (ii) enable the Collateral Agent Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral; or (iii) otherwise effect the purposes of this Agreement; (c) not sell, includingassign, without limitationexchange or otherwise dispose of any of the Pledged Collateral, delivering or any interest therein; (d) not create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral created by or in the Collateral Agent irrevocable proxies right of Debtor except for the pledge hereunder and the security interest created hereby; (e) not sell, assign, exchange or otherwise transfer any material assets of the Company, other than in the Ordinary Course of Business and for value; (f) not make any payment of dividends or other distribution in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement Contract with Debtor or permit any Person related to exist any restriction with respect to any Pledged Collateral Debtor other than pursuant in the Ordinary Course of Business and on terms which are no less favorable to the Loan DocumentsCompany than would be obtained in a comparable arms-length transaction with an unrelated third party; (h) not vote in favor issue any additional shares or other equity securities of the issuance Company, or any options, warrants or other instruments of any kind or nature creating or evidencing any right to acquire equity securities of the Company, or otherwise alter the capital structure of the Company, except to the extent that such additional shares, securities or instruments creating any right to acquire such shares or securities are included among the Pledged Collateral (such that at all times hereafter, until the Notes have been paid in full, the Pledged Collateral shall include 100% of the equity interests of the Company); (i) any additional shares not cause or permit the Company to become a guarantor of the indebtedness of any class other Person; (j) not cause or permit the Company to incur any indebtedness other than indebtedness of Equity Interests the Company outstanding as of each Pledged Issuerthe Closing (“Existing Indebtedness”), other than (i) in the Ordinary Course of Business, (ii) any securities convertible voluntarily by in connection with the holder thereof or automatically upon the occurrence or non occurrence acquisition of any event or condition into, or exchangeable for, any such shares of Equity Interests material assets or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares refinancing of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing AgreementExisting Indebtedness; (ik) not cause or permit the Company to merge or consolidate with any other Person; (l) not cause or suffer the Company to otherwise end its corporate existence; (m) amend the Company’s articles of incorporation, bylaws or other governing documents to amend in any manner the rights and privileges of the Pledged Shares; (n) not commence any Proceeding relating to the Company under or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”); and (o) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral AgentSecured Party’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate. In addition, (ii) deemed a “security” within the meaning of Article 8 so long as any of the UCC Obligations shall remain outstanding, Debtor and (iii) governed by Article 8 of the UCCCompany will, and Debtor will cause the Company to, give Secured Party prior written notice and a reasonable opportunity to confer with Debtor and the Company before taking any other action that will, or would reasonably be expected to, have a material adverse effect on the Company or its business, assets, properties, personnel, operations, performance, financial condition or prospects; provided, the Secured Party acknowledges and agrees that it shall have no right to approve or disapprove any such action except to the extent expressly set forth above.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Required Holders, shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Secured Parties, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent each Secured Party a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agenteach Secured Party’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent any Secured Party may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent such Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent such Secured Party irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurities Purchase Agreement or the Notes; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agenteach Secured Party’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to and the termination of all CommitmentsIndenture and the other Transaction Documents shall not have been terminated, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, ,or any agents, designees or representatives thereof at any time or from time to time but not more than twice a year in the absence of an Event of Default, to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it any Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementIndenture; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Transaction Documents; (h) except as expressly permitted by the Indenture, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerany Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Lender shall otherwise consent in writing: (a) give Lender at least thirty (30) days’ prior written notice of any change in the location of the office where it keeps its records concerning the Pledged Collateral; (b) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Lender, its agents or any agentsrepresentatives, designees or representatives thereof at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (bc) at the Pledgor’s expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it in respect of the Pledged Collateral, and of each financial statement from time to time furnished or made available to it by Company; and, at Lender’s request, permit Lender to inspect all records of Company which Pledgor is entitled to inspect (provided that such inspection by Lender is not in conflict with applicable law); (cd) at the Pledgor’s expense, defend the Collateral AgentLender’s right, title and security interest in and to the Pledged Collateral against the claims of any Personperson or entity; (de) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Lender may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien created or purported to be created hereby, ; (ii) enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral; or (iii) otherwise effect the purposes of this Security Agreement, including, without limitation, delivering to the Collateral Agent Lender irrevocable proxies in respect of the Pledged Collateral;Collateral in accordance with Section 6 hereof. (ef) not sell, assign (by operation of law or otherwise)assign, exchange or otherwise dispose of any of the Pledged Collateral Collateral, or any interest therein therein, except as expressly permitted by in furtherance of Section 7.02(c6(a) of the Financing Modification Agreement; (fg) not create or suffer to exist any Lien lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien pledge hereunder and the security interest created hereby; (gh) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral pledged collateral other than pursuant to the Loan Documentshereto; (hi) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests membership interests of each Pledged IssuerCompany, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition conditions into, or exchangeable for, for any such shares of Equity Interests membership interests, or (iii) any warrants, options, contracts contracts, or other commitments entitling any Person party to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementmembership interests; (ij) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral AgentLender’s security interest in and Lien on any Pledged Collateral; (k) not amend Company’s Certificate of Formation or the Company Agreement without Lender’s express consent (not to be unreasonably withheld) and, provided further, Lender shall not withhold consent of such changes as are reasonably necessary for Company to perform its obligations under Section 6(a) of the Modification Agreement; and (jl) cause each interest in each not permit the Pledged Issuer controlled by the Pledgor and pledged hereunder Interests to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCCbecome certificated.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at its expense, upon the Pledgor’s expenserequest of the Agent, promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral Collateral, or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c7(a)(i) of the Financing Agreementhereof; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral Agreements and applicable securities laws; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock of each a Pledged IssuerSubsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock, or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to and the termination of all CommitmentsSubscription Agreement and the other Transaction Documents shall not have been terminated, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Subscription Agreement; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Transaction Documents; (h) not vote in favor of the issuance of (i) issue any additional stock certificate, certificated security or other instrument to evidence or represent any shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable forcapital stock, any such shares of Equity Interests partnership interest or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except membership interest described in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Schedule I hereto; and (i) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding outstanding, or prior to the termination of all CommitmentsCommitments shall not have been terminated, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the such Pledgor's Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with pursuant to the terms of Section 6.1(f) of the Financing Loan Agreement; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the such Pledgor's Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s 's right, title and security interest in and to the such Pledgor's Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the such Pledgor's Pledged Collateral or (iii) otherwise effect affect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the such Pledgor's Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any of such Pledgor's Pledged Collateral or any interest therein except (i) as expressly permitted by Section 7.02(c7(a)(i) of hereof and (ii) as permitted under the Financing Loan Agreement; (f) not create or suffer to exist any Lien Lien, security interest or other charge or encumbrance upon or with respect to any of such Pledgor's Pledged Collateral except for the Lien security interest created herebyhereby or pursuant to any other Loan Document; (g) not make or consent to any amendment or other modification or waiver with respect to any of such Pledgor's Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any of such Pledgor's Pledged Collateral other than pursuant to the Loan Documents; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock of each any of such Pledgor's Pledged IssuerSubsidiaries, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on any such Pledgor's Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the each Pledgor will, unless the Collateral Agent (who shall act at the direction of holders of a majority of the Notes then outstanding) shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees agents or representatives thereof of Collateral Agent at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agent’s Pledgees’ right, title and security interest in and to the Pledged Collateral against the claims of any Personperson or entity; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, or (ii) enable the Collateral Agent to exercise and enforce its the Pledgees’ rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (f) not create or suffer to exist any Lien lien upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents;hereto; and (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s Pledgees’ security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsthe Total Commitment and Letter of Credit Accommodations (unless otherwise cash collateralized pursuant to the terms of the Financing Agreement), the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors’ joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors’ joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) 8.02 of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created hereby;. (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents;. (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (i) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent each Pledgee shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent each Pledgee or any agents, designees agents or representatives thereof at any reasonable time or and from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s its expense, promptly deliver to the Collateral Agent Pledgees a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s its expense, defend the Collateral Agenteach Pledgee’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent any Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent Custodian or the Pledgees to exercise and enforce its their rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), transfer, exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreementtherein; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien security interest created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documentshereto; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agenteach Pledgee’s security interest in and Lien on any Pledged Collateral; (i) in the event that, and as soon as, the Pledged Shares become eligible for resale by the Pledgor pursuant to Rule 144(k), the Pledgor shall cause, at its expense, its legal counsel to issue an opinion (provided that the legal and factual criteria that are reasonably required for issuing such an opinion are present in the transaction) addressed to AVII and AVII’s transfer agent providing that such Pledged Shares can be reissued without legends or any other restriction on the transfer thereof and shall take all other necessary action to cause the Pledged Shares held by the Custodian to so be reissued to the Custodian, on behalf of the Pledgees, without any such legend or restriction; and (j) cause each interest in each the event that the provisions of Section 6(i) are not applicable and the Custodian or any Pledgee exercises its rights under any of the Transaction Documents as to any of such Pledgee’s Pledged Issuer controlled by Shares in compliance with applicable securities laws, the Pledgor shall cause, at its expense, its legal counsel to issue an opinion (provided that the legal and pledged hereunder factual criteria that are reasonably required for issuing such an opinion are present in the transaction) addressed to AVII and AVII’s transfer agent providing that such Pledged Shares can be (i) represented by a certificate, (ii) deemed a “security” within reissued without legends or any other restriction on the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCCtransfer thereof.

Covenants as to the Pledged Collateral. So long as any of the -------------------------------------- Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Lender shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Lender or any agents, designees agents or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s 's expense, promptly deliver to the Collateral Agent Lender a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s 's expense, defend the Collateral Agent’s Lender's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s 's expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Lender may reasonably request in order to (i) perfect and protect, or maintain the perfection of, protect the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Lender, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Term Loan Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or pursuant to any other Loan Document or otherwise permitted pursuant to the Term Loan Agreement; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant hereto or to the other Loan DocumentsDocuments without providing notice to the Lender; (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock of each Pledged any Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non- occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrantswarrants (other than those permitted under the Term Loan Agreement), options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s Lender's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of Unless and until the Obligations shall remain outstanding or prior to the termination of all Commitmentshave been paid in full, the Pledgor willshall, unless the Collateral Agent Pledgee shall otherwise consent in writing: : (a) keep adequate xxxx its books and records concerning to reflect the Pledged Collateral and permit security interest granted to the Collateral Agent or any agents, designees or representatives thereof at any time or from time Pledgee pursuant to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing this Agreement; . (b) at the Pledgor’s expense, promptly promptly, and in any event within five (5) days after receipt, deliver to the Collateral Agent Pledgee a copy of each material notice or other material communication received by it in respect of the Pledged Collateral; ; (c) at the Pledgor’s expense, defend the Collateral AgentPledgee’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; ; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable appropriate or that the Collateral Agent Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent Pledgee to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral in accordance with the provisions hereof or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Pledgee, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; ; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any of its interest therein except other than as expressly permitted by Section 7.02(c) of under the Financing Agreement; Notes and other Transaction Documents; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral owned by it except for the Lien created hereby; hereby or the other Transaction Documents or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; Collateral; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral AgentPledgee’s security interest in and Lien on any Pledged Collateral; and3 (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 distribute to Pledgee any cash dividends or distributions received in respect of the UCC Pledged Collateral and (iii) governed all such amounts shall be utilized by Article 8 the Pledgee to repay the Note and other obligations of the UCCPledgor to the Pledgee.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsany Commitment shall not have been terminated, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time hereafter but, absent a continuing Event of Default, upon reasonable notice and during normal business hours, to examine and make copies of and abstracts from such records consistent with pursuant to the terms of the Financing Loan Agreement; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be reasonably necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Agent, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Loan Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for the Lien created herebyhereby and any Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documents; (h) except to the extent permitted in the Loan Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock of each Pledged any Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;capital stock; and (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and a Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurities Purchase Agreement or the Convertible Notes; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsthis Agreement, the Pledgor will, unless the Collateral Agent Lender shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Lender or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing AgreementNote; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral AgentLender’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent Lender may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien lien created hereby, (ii) enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Lender irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementNote and the other Transaction Documents; (f) not create or suffer to exist any Lien lien upon or with respect to any Pledged Collateral except for the Lien lien created hereby; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction (other than as required by applicable law) with respect to any Pledged Collateral other than pursuant to the Loan Note and the other Transaction Documents; (h) not vote take any action which would in favor of any manner impair the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuervalue of, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or enforceability of, the enforceability of the Collateral AgentLender’s security interest in and Lien lien on any Pledged Collateral; and (ji) cause each interest in each Pledged Issuer controlled by if the Pledgor and pledged hereunder to be shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) represented by stock certificate (including, without limitation, any certificate representing a certificatestock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) deemed a “security” within the meaning of Article 8 of the UCC and option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) governed dividends payable in cash (except such dividends permitted to be retained by Article 8 the Pledgor pursuant to Section 6 hereof) or in securities or other property or (iv) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the UCCLender, shall segregate it from the Pledgor’s other property and shall deliver it forthwith to the Lender, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Lender as Pledged Collateral and as further collateral security for the Obligations.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Agent, or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s 's expense, promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s 's expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s 's expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Securities Purchase Agreement; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Documentsterms hereof; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests capital stock, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests capital stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementcapital stock; (i) not issue any stock certificate, certificated security or other instrument to evidence or represent any shares of capital stock, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of Unless and until the Obligations shall remain outstanding or prior to the termination of all Commitmentshave been Paid in Full, the each Pledgor willshall, unless the Collateral Agent Pledgee shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Pledgee or any agents, designees or representatives thereof at any time or from time to time time, subject to the terms of the Loan Agreement, to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors' joint and several expense, promptly promptly, and in any event within five (5) days after receipt, deliver to the Collateral Agent Pledgee a copy of each material notice or other material communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s Pledgee's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable appropriate or that the Collateral Agent Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent Pledgee to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral in accordance with the provisions hereof or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Pledgee, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral owned by it or any of its interest therein except other than as expressly permitted by Section 7.02(c) of under the Financing Loan Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral owned by it except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral except that any Pledgor may make or consent to any amendment or other modification or waiver solely to the extent necessary to reflect any merger or consolidation permitted under Section 6.02(d) of the Loan Agreement or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to under the Loan Documents and the Noteholder Documents; (h) except as expressly permitted by the Loan Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock, partnership interests, member interests or other equity of each Pledged Issuerany Existing Issuer or any other Issuer that is also a Subsidiary, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing AgreementCapital Stock; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s Pledgee's security interest in and Lien on any Pledged Collateral; and; (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder not permit any Issuer, directly or indirectly, to be (i) represented by a certificateexcept as permitted under the Loan Agreement, issue, sell, grant, assign, transfer or otherwise dispose of, any additional membership interests of such Issuer or any option or warrant with respect to, or other right or security convertible into, any additional members interests, now or hereafter authorized, unless all such additional membership interests, options, warrants, rights or other such securities are made and shall remain part of the Pledged Collateral subject to the pledge and security interest granted herein, (ii) deemed a “security” within take any action to withdraw the meaning authority of Article 8 or to limit or restrict the authority of the UCC any Issuer's managers or officers to deal and contract with Pledgee and to bind and obligate any Issuer, or (iii) governed pay any interim distribution in cash or other assets to any member that is not a Borrower, except as permitted in the Loan Agreement. Any distribution by Article 8 any Issuer other than as permitted in the Loan Agreement shall constitute a "wrongful distribution" for purposes of applicable law; (k) promptly notify Pledgee in writing of the UCCoccurrence of any event specified in any Issuer's certificate of incorporation or other organizational documents that may result in Issuer's dissolution or liquidation.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding or prior to the termination of all Commitmentsthe Total Commitment, the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) 6.02 of the Financing Agreement whereupon Agent will release its security interest under the terms of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral Collateral, except for the Lien created hereby;hereby or any Permitted Lien. (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to or as permitted by the Loan Documents;. (h) not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (i) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral Agent’s 's security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding (unless otherwise defeased pursuant to Sections 8.02 or prior to 8.03 of the termination of all CommitmentsIndenture), the each Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or any agents, designees or representatives thereof at any time or from time to time to examine and make copies of and abstracts from such records consistent with the terms of the Financing AgreementIndenture; (b) at the Pledgor’s Pledgors' joint and several expense, promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s Pledgors' joint and several expense, defend the Collateral Agent’s 's right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s Pledgors' joint and several expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent may reasonably request advisable in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien created hereby, (ii) subject to the Intercreditor Agreement, enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) subject to the Intercreditor Agreement, otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing Agreement; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral except for Collateral, other than Permitted Liens, unless all Obligations are secured on a prior basis to the Lien created herebyobligations so secured until such time as such obligations are no longer secured by a Lien; (gf) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan Senior Credit Agreement or the Indenture Documents; (hg) except as permitted under the Senior Credit Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests Capital Stock of each any Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests Capital Stock or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement;Capital Stock; and (ih) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral Agent’s 's security interest in and Lien on on, any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.

Covenants as to the Pledged Collateral. So long as any of Unless and until the Obligations shall remain outstanding or prior to the termination of all Commitmentshave been paid in full, the Pledgor willshall, unless the Collateral Agent Pledgee shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Pledgee or any agents, designees or representatives thereof at any time or from time to time time, subject to the terms of the Notes, to examine and make copies of and abstracts from such records consistent with the terms during normal business hours of the Financing AgreementPledgor provided that the Pledgor shall not bear the cost and expense of more than two such examinations or other visits in any calendar year unless an Event of Default has occurred and is continuing; (b) at the Pledgor’s expense, promptly promptly, and in any event within five (5) days after receipt, deliver to the Collateral Agent Pledgee a copy of each material notice or other material communication received by it in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral AgentPledgee’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable appropriate or that the Collateral Agent Pledgee may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent Pledgee to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral in accordance with the provisions hereof or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent Pledgee, after the occurrence and during the continuation of an Event of Default, irrevocable proxies in respect of the Pledged CollateralShares; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any of its interest therein except other than as expressly permitted by Section 7.02(c) of under the Financing AgreementNotes and other Transaction Documents; (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral owned by it except for the Lien created herebyhereby or the other Transaction Documents or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral except that any Pledgor may make or consent to any amendment or other modification or waiver solely to the extent necessary to reflect any merger or consolidation permitted by the Notes or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to under the Loan Transaction Documents; (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreement; (i) not take or fail to take any action which would in any manner impair the value of or the enforceability of the Collateral AgentPledgee’s security interest in and Lien on any Pledged Collateral; and; (i) in the event the Pledgor achieves the 2008 Projected Income, as defined in Section 6(i) of the Note Purchase Agreement, the security interest and Lien on the Pledged Shares created hereby shall terminate, all rights to the Pledged Shares shall revert to Xxxxxx Xxxx and the Pledged Shares shall be returned to Xxxxxx Xxxx. (j) cause each interest upon the direction of the Collateral Agent as described in each Pledged Issuer controlled Section 2(a) of that certain Lockbox Agreement (the “Lockbox Agreement”) dated as of the date hereof by and among the Pledgor, the Collateral Agent and the Lockbox Agent, as defined therein, the Pledgor and pledged hereunder shall promptly, but in no event later than thirty Business Days, after such direction is given, notify all the account debtors on the Accounts Receivable that payments in respect thereof shall be made directly to the Collateral Account. Funds may be (i) represented by a certificate, (ii) deemed a “security” within withdrawn from the meaning of Article 8 Collateral Account only in accordance with Section 4 of the UCC and (iii) governed by Article 8 of the UCCLockbox Agreement.

Covenants as to the Pledged Collateral. So long as any of the Secured Obligations shall remain outstanding or prior to the termination of all Commitmentsoutstanding, the Pledgor will, unless the Collateral Agent Required Holders, shall otherwise consent in writing: (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent Secured Party, or any agents, designees or representatives thereof at any time or from time to time during reasonable hours after prior written notice to examine and make copies of and abstracts from such records consistent with the terms of the Financing Agreementrecords; (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent Secured Party a copy of each material notice or other material communication received by it the Pledgor in respect of the Pledged Collateral; (c) at the Pledgor’s expense, defend the Collateral AgentSecured Party’s right, title and security interest in and to the Pledged Collateral against the claims of any Person; (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Collateral Agent any Secured Party may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien Xxxx purported to be created hereby, (ii) enable the Collateral Agent such Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent such Secured Party irrevocable proxies in respect of the Pledged Collateral; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the Financing AgreementSecurities Purchase Agreement or the Notes; (f) not create or suffer to exist any Lien Lien, upon or with respect to any Pledged Collateral except for the Lien created herebyhereby or for any Permitted Lien; (g) not make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to any Pledged Collateral other than pursuant to the Loan DocumentsCollateral; (h) except as expressly permitted by the Securities Purchase Agreement, not vote in favor of permit the issuance of (i) any additional shares of any class of Equity Interests share capital, partnership interests, member interests or other equity of each Pledged Issuerthe Company, (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity Interests share capital or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is expressly permitted by the Financing Agreementshare capital; (i) not issue any share certificate, certificated security or other instrument to evidence or represent any share capital, any partnership interest or membership interest described in Schedule I hereto; and (j) not take or fail to take any action which would in any manner impair the value of validity or the enforceability of the Collateral AgentSecured Party’s security interest in and Lien on any Pledged Collateral; and (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of the UCC and (iii) governed by Article 8 of the UCC.