Common use of Covenants of the Pledgor Clause in Contracts

Covenants of the Pledgor. The Pledgor covenants and agrees, in addition to its other obligations under the Credit Agreement and the other Credit Documents, that until the Secured Obligations have been paid and performed in full: (a) Without the prior written consent of the Agent, the Pledgor shall not sell, assign, transfer, pledge, or otherwise encumber any of the Pledgor's rights in or to the Pledged Collateral pledged by the Pledgor or any unpaid dividends or other distributions or payments with respect thereto or granx x Xxxx xxxrein except as otherwise permitted by this Securities Pledge Agreement. (b) The Pledgor shall, at the Pledgor's own expense, promptly execute, acknowledge, and deliver all such instruments and take all such action as the Agent from time to time may reasonably request in order to ensure to the Agent the benefits of the Lien in and to the Pledged Collateral intended to be created by this Securities Pledge Agreement. Without limiting the foregoing, the Pledgor shall, at the Pledgor's expense, promptly (but in any event within thirty days after the date the security attaches to the OzPhone Shares) deliver to the Agent share certificates respecting the 8 Ordinary Shares of OzPhone Pty. Ltd in the name of Pledgor and executed instruments of transfer or assignment (including without limitation stock powers) executed in blank, in respect of such shares. (c) The Pledgor shall maintain, preserve and defend the title to the Pledged Collateral and the Lien of the Agent thereon against the claim of any other Person. (d) The Pledgor shall, upon obtaining any additional shares of Stock of any other Person not evidenced on SCHEDULE I attached hereto or upon obtaining any additional shares of Stock upon the exercise of the warrant shown in SCHEDULE I attached hereto, promptly (and in any event within five (5) Business Days) deliver to the Agent all share certificates and voting trust certificates respecting such Stock, and deliver to the Agent a Pledge Amendment duly executed by the Pledgor, substantially in the form of SCHEDULE II attached hereto, which is incorporated herein by this reference (a "Pledge Amendment"), and executed instruments of transfer or assignment (including, without limitation, stock powers) executed in blank, in respect of the additional shares of stock which are to be pledged pursuant hereto. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment hereto and agrees that all shares listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants of the Pledgor. The Pledgor hereby covenants that, until such time as all of the outstanding principal of and agrees, in addition to its interest on the Loan has been repaid and all other obligations under of the Credit Agreement and the other Credit Documents, that until the Secured Obligations Pledgor hereunder or thereunder have been paid and performed in fulldischarged, the Pledgor shall: (a) Without the prior written consent of the Agentnot create, the Pledgor shall not sellincur, assign, transfer, assume or suffer to exist any pledge, security interest, encumbrance, lien or otherwise encumber charge of any of kind against the Collateral or the Pledgor's rights in or as a holder thereof, other than pursuant to the Pledged Collateral pledged by the Pledgor or any unpaid dividends or other distributions or payments with respect thereto or granx x Xxxx xxxrein except as otherwise permitted by this Securities Pledge Agreement.; (b) The Pledgor shall, at the Pledgor's own expense, promptly execute, acknowledge, execute and deliver all at his or her own expense such further instruments and take all documents (including Uniform Commercial Code or other applicable financing statements) and do such action further acts and things as the Agent from time to time Lender may reasonably request in order to ensure effect the purposes of this Agreement; (c) warrant and defend title to and ownership of the Collateral at his or her own expense against the claims and demands of all other parties claiming an interest therein; (d) notify the Lender promptly upon change of his or her principal place of residence; (e) upon reasonable request by the Lender, conspicuously mark each of his or her records pertaining to the Agent Collateral with the benefits xxxlowing legend: THIS INSTRUMENT IS SUBJECT TO A SECURITY INTEREST AND LIEN PURSUANT TO A PLEDGE AGREEMENT DATED AS OF MAY 20, 2002 (AS THE SAME HAS BEEN AND MAY HEREAFTER BE AMENDED, MODIFIED, OR RESTATED) MADE BY WILLIAM MCGLASHAN FOR THE BENEFIT OF THE LENDER NAMED THEXXXX. xx xxxxx xxxx xxxxxx, in form and substance reasonably satisfactory to and as specified by the Lender, indicating that such Collateral is subject to the pledge and security interest granted hereby; (f) if any of the Lien in Collateral is an uncertificated security within the meaning of the UCC or otherwise not evidenced by any stock certificate or similar certificate or instrument, the Pledgor agrees to promptly notify the Lender and take all actions necessary to ensure perfection of the Pledged Collateral intended to be created by this Securities Pledge Agreement. Without limiting security interest under prevailing and applicable law, including, as applicable, under Article 8 or 9 of the UCC, and, without any limitation of the foregoing, prior to or concurrently with the Pledgor shallpledge hereunder of the Collateral to which this section applies (and as reasonably requested by the Lender thereafter), at the Pledgor's expense, promptly (but in any event within thirty days after the date the use commercially reasonable efforts to ensure that all Collateral that is an uncertificated security attaches to the OzPhone Shares) deliver to the Agent share certificates respecting the 8 Ordinary Shares of OzPhone Pty. Ltd is re-registered in the name of Pledgor and executed instruments of transfer or assignment (including without limitation stock powers) executed in blank, in respect of such shares.the Lender; (cg) The if any of the Collateral is a certificated security within the meaning of the UCC, the Pledgor shall maintainagrees to, preserve and defend the title simultaneously with or prior to the Pledged Collateral execution of this Agreement (and as reasonably requested by the Lien Lender thereafter), take all actions necessary to ensure perfection of the Agent thereon against the claim of any other Person. (d) The Pledgor shallsecurity interest under prevailing and applicable law, upon obtaining any additional shares of Stock of any other Person not evidenced on SCHEDULE I attached hereto including, as applicable, under Article 8 or upon obtaining any additional shares of Stock upon the exercise 9 of the warrant shown in SCHEDULE I attached heretoUCC, promptly (and in and, without any event within five (5) Business Days) limitation of the foregoing, deliver all certificates or instruments representing or evidencing the Collateral to the Agent all share certificates and voting trust certificates respecting such StockLender, and deliver to the Agent accompanied by a Pledge Amendment duly executed by assignment separate from the Pledgor, substantially certificate in the form of SCHEDULE II attached heretohereto as Exhibit A; (h) pay all taxes, which is incorporated herein by this reference (a "Pledge Amendment"), assessments and executed instruments of transfer or assignment (including, without limitation, stock powers) executed in blank, in charges assessed with respect of the additional shares of stock which are to be pledged pursuant hereto. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment hereto and agrees that all shares listed on any Pledge Amendment delivered to the Agent shall for Collateral; and (i) do all purposes hereunder be considered Pledged Collateralsuch other things as the Lender may reasonably deem necessary or appropriate in order to assure to the Lender its security interests under this Agreement, to the extent that such acts are not inconsistent with any provision of this Agreement.

Covenants of the Pledgor. The Pledgor hereby covenants that, until such time as all of the outstanding principal of and agrees, in addition to its interest on the Note has been repaid and all other obligations under of the Credit Agreement and the other Credit Documents, that until the Secured Obligations Pledgor hereunder or thereunder have been paid and performed in fulldischarged, the Pledgor shall: (a) Without the prior written consent of the Agentnot create, the Pledgor shall not sellincur, assign, transfer, assume or suffer to exist any pledge, security interest, encumbrance, lien or otherwise encumber charge of any of kind against the Collateral or the Pledgor's rights in or as a holder thereof, other than pursuant to the Pledged Collateral pledged by the Pledgor or any unpaid dividends or other distributions or payments with respect thereto or granx x Xxxx xxxrein except as otherwise permitted by this Securities Pledge Agreement.; (b) The Pledgor shall, at the Pledgor's own expense, promptly execute, acknowledge, execute and deliver all at his or her own expense such further instruments and take all documents (including Uniform Commercial Code or other applicable financing statements) and do such action further acts and things as the Agent from time to time Lender may reasonably request in order to ensure effect the purposes of this Agreement; (c) warrant and defend title to the Agent the benefits and ownership of the Lien in Collateral at his or her own expense against the claims and demands of all other parties Claiming an interest therein; (d) notify the Lender promptly upon change of his or her principal place of residence; (e) if any of the Collateral is an uncertificated security within the meaning of the UCC or otherwise not evidenced by any stock certificate or similar certificate or instrument, the Pledgor agrees to promptly notify the Pledged Collateral intended Lender and take all actions necessary to be created by this Securities Pledge Agreement. Without limiting ensure perfection of the security interest under prevailing and applicable law, including, as applicable; under Article 8 or 9 of the UCC, and, without any limitation of the foregoing, prior to or concurrently with the Pledgor shallpledge hereunder of the Collateral to which this section applies (arid as reasonably requested by the Lender thereafter), at the Pledgor's expense, promptly (but in any event within thirty days after the date the use commercially reasonable efforts to ensure that all Collateral that is an uncertificated security attaches to the OzPhone Shares) deliver to the Agent share certificates respecting the 8 Ordinary Shares of OzPhone Pty. Ltd is re­registered in the name of Pledgor and executed instruments of transfer or assignment (including without limitation stock powers) executed in blank, in respect of such shares.the Lender; (cf) The if any of the Collateral is a certificated security within the meaning of the UCC, the Pledgor shall maintainagrees to, preserve and defend the title simultaneously with or prior to the Pledged Collateral execution of this Agreement (and as reasonably requested by the Lien Lender thereafter), take all actions necessary to ensure perfection of the Agent thereon against the claim of any other Person. (d) The Pledgor shallsecurity interest under prevailing and applicable law, upon obtaining any additional shares of Stock of any other Person not evidenced on SCHEDULE I attached hereto including, as applicable, under Article 8 or upon obtaining any additional shares of Stock upon the exercise 9 of the warrant shown in SCHEDULE I attached heretoUCC, promptly (and in and, without any event within five (5) Business Days) limitation of the foregoing, deliver all certificates or instruments representing or evidencing the Collateral to the Agent all share certificates and voting trust certificates respecting such StockLender, and deliver to the Agent accompanied by a Pledge Amendment duly executed by assignment separate from the Pledgor, substantially certificate in the form attached hereto as Exhibit A; (g) pay all taxes, assessments and charges assessed with respect to the Collateral; (h) shall not issue any shares, warrants, options or other security obligations in HealthAmerica Acquisition Corp unless such shares are added as Pledged Shares under this Agreement, or upon written consent of SCHEDULE II attached heretoLender; (i) Shall not sell, dispose of, transfer or encumber in any manner the assets of HealthAmerica or the entity which is incorporated herein by this reference (a "Pledge Amendment"), and executed instruments of transfer or assignment (including, without limitation, stock powers) executed in blank, in respect the result of the additional shares merger of stock which are HealthAmerica and HealthAmerica Acquisition Corp.; and (j) do all such other things as the Lender may reasonably deem necessary or appropriate in order to be pledged pursuant hereto. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment hereto and agrees that all shares listed on any Pledge Amendment delivered assure to the Agent shall for all purposes hereunder be considered Pledged CollateralLender its security interests under this Agreement, to the extent that such acts are not inconsistent with any provision of this Agreement.

Covenants of the Pledgor. The 7.1 On the Closing Date, the Pledgor covenants and agrees, in addition shall deliver to its other obligations under the Credit Agreement and the other Credit Documents, that until the Secured Obligations have been paid and performed in fullAgent a copy of each: (a) Without the prior written consent a certified copy of the Agentcurrent articles of association (Statuten) of the Company; (b) the minutes of a resolution passed by the board of directors of the Pledgor approving the entering into, execution and performance by the Pledgor of this Agreement; (c) the minutes of a resolution of the board of directors of the Company (i) approving the granting of the Pledge, and (ii) confirming that any acquirer of the Shares in connection with the enforcement of the Pledge shall be acknowledged as a new shareholder of the Company and shall be registered in the share register of the Company; (d) the revised articles of association of the Company providing for free transferability of the Shares, the public deed resolving their enactment and the application to the commercial register for their registration; (e) the original share certificate evidencing all Shares duly endorsed in blank; (f) a copy of the share register (Aktienbuch) of the Company signed by one director of the Company, evidencing that (i) the Pledgor is the registered shareholder of the Shares, and (ii) the Shares are pledged to the Pledgees; and (g) a proxy executed by the Pledgor (‎Schedule 1), which shall be renewed from time to time upon the Agent's reasonable request. 7.2 The Pledgor undertakes and covenants for as long as any of the Secured Obligations remains unpaid or is capable of arising as follows: (a) unless expressly otherwise permitted by the Loan and Security Agreement, not to enter into any legal instrument relating to, or grant or permit to be created or to subsist any Lien, other than a Permitted Lien, over, or sell, assign, transfertransfer or otherwise dispose of, pledgethe Shares or take or permit any other action or omission that could impair or jeopardize any rights of the Pledgees under this Agreement or could impair or jeopardize the enforcement of the security interest under this Agreement or the value of the Shares; (b) except with the Agent's prior written consent, which shall not be unreasonably withheld, not to vote in favor of any shareholders' resolution of the Company whereby: (i) the articles of association of the Company (as amended pursuant to clause ‎7.1(c)) would be amended in any manner which would be reasonably likely to have a Material Adverse Effect; (ii) shares or other equity, or the granting of rights to purchase or otherwise encumber acquire any of the Pledgor's rights in or to the Pledged Collateral pledged by the Pledgor or any unpaid dividends shares or other distributions equity interest in the Company would be created or payments with respect thereto issued, except for the issuance of additional shares or granx x Xxxx xxxrein except as otherwise permitted other equity interest in the Company in a capital increase by this Securities Pledge Agreement.means of a cash contribution (Barliberierung) to the Pledgor, who shall immediately perfect the pledge to the Pledgees over such shares pursuant to clause ‎7.2(c); (biii) The Pledgor shallthe Company's share capital would be reduced; (iv) the Company would be dissolved (with or without liquidation); (v) the Company would be merged with any other entity or split; (vi) the Company's corporate domicile would be relocated abroad; or (vii) any of the Shares would be modified; (c) promptly upon becoming the owner (directly or indirectly) of any additional shares or other equity interest in the Company, at to do everything necessary and useful to perfect the Pledgor's own expensepledge granted to the Pledgees over such shares or other equity interest pursuant to clause ‎3.1 (respectively, in case of indirect ownership, to procure such pledging) and to promptly execute, acknowledge, deliver to the Agent the respective share certificates and deliver the respectively updated share register of the Company; (d) to procure that the Company does not dispose of or allow the creation or continuance of any Lien over any of its Intellectual Property; and Share Pledge Agreement 7/12 (e) to promptly do all such instruments things and take execute all such action as documents that are reasonably requested by the Agent from time to time may reasonably request in order to ensure to for the Agent the benefits purpose of the Lien in and to the Pledged Collateral intended to be created by this Securities Pledge Agreement. Without limiting the foregoing, the Pledgor shall, at the Pledgor's expense, promptly (but in any event within thirty days after the date the security attaches to the OzPhone Shares) deliver to the Agent share certificates respecting the 8 Ordinary Shares of OzPhone Pty. Ltd in the name of Pledgor and executed instruments of transfer or assignment (including without limitation stock powers) executed in blank, in respect of such shares. (c) The Pledgor shall maintain, preserve and defend the title to the Pledged Collateral and the Lien of the Agent thereon against the claim of any other Person. (d) The Pledgor shall, upon obtaining any additional shares of Stock of any other Person not evidenced on SCHEDULE I attached hereto or upon obtaining any additional shares of Stock upon the exercise of the warrant shown in SCHEDULE I attached hereto, promptly (and in any event within five (5) Business Days) deliver to Pledgees' rights hereunder or securing or perfecting the Agent all share certificates and voting trust certificates respecting such Stock, and deliver to the Agent a Pledge Amendment duly executed by the Pledgor, substantially in the form of SCHEDULE II attached hereto, which is incorporated herein by security interest under this reference (a "Pledge Amendment"), and executed instruments of transfer or assignment (including, without limitation, stock powers) executed in blank, in respect of the additional shares of stock which are to be pledged pursuant hereto. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment hereto and agrees that all shares listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder be considered Pledged CollateralAgreement.

Covenants of the Pledgor. 7.1 The Pledgor covenants agrees that it shall take all necessary steps and agreesactions to perform its obligations hereunder and effect the transactions contemplated herein; and to do and perform all things required to be done and performed by it under this Agreement prior to and after the Closing Date. 7.2 The Pledgor agrees to execute and deliver, in addition or cause to its be executed or delivered, any and all other obligations under the Credit Agreement and the other Credit Documentsagreements, that until instruments, or documents which the Secured Obligations have been paid and performed in full: (a) Without Party or the prior written consent of the Agent, the Pledgor shall not sell, assign, transfer, pledge, or otherwise encumber any of the Pledgor's rights in or to the Pledged Collateral pledged by the Pledgor or any unpaid dividends or other distributions or payments with respect thereto or granx x Xxxx xxxrein except as otherwise permitted by this Securities Pledge Agreement. (b) The Pledgor shall, at the Pledgor's own expense, promptly execute, acknowledge, and deliver all such instruments and take all such action as the Agent from time to time may reasonably request in order to ensure to the Agent the benefits of the Lien grant, perfect and maintain secured interests on or in and to the Pledged Collateral intended to be created by this Securities Pledge Agreement. Collateral. 7.3 Without limiting the generality of the foregoing, the Pledgor shall, at the Pledgor's expenseSecured Party’s expense and in such manner and form as the Secured Party or the Collateral Agent may reasonably require, promptly give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to enable the Collateral Agent to (but a) create, preserve, perfect, procure, substantiate or validate any security interest granted pursuant hereto, (b) create or maintain control (as defined in the UCC) with respect to any such security interests in any event investment property (within thirty days after the date meaning of the UCC) or (c) enable the Collateral Agent to exercise and enforce its rights and the rights of the Secured Party hereunder with respect to such security attaches interest. To the extent permitted by applicable law, the Pledgor hereby authorize the Collateral Agent to the OzPhone Shares) deliver to the Agent share certificates respecting the 8 Ordinary Shares of OzPhone Pty. Ltd execute and file, in the name of the Pledgor and executed instruments as debtor or otherwise, UCC financing or continuation statements (which may be carbon, photographic, photostatic or other reproductions of transfer a financing statement relating to this Agreement) relative to all or assignment (including without limitation stock powers) executed in blankany part of the Pledged Collateral that the Collateral Agent may reasonably deem necessary or appropriate to further perfect, in respect of such shares. (c) or maintain the perfection of, the security interests granted by Pledgor hereunder. The Pledgor shall maintainenter, preserve or shall procure the entry, in its register of relevant charges (the "Register of Charges") maintained by the Pledgor pursuant to Part VIII of the BVI Business Companies Act, 2004 (as the same may be amended from time to time) (the "BC Act") such particulars regarding the charge created by this Agreement as are specified in section 162 of the BC Act (or any similar provision in any statute pursuant to which the Pledgor is incorporated or existing from time to time) and defend submit a copy of such revised Register of Charges to its registered agent in the title British Virgin Islands to keep at the Pledgor’s registered office and at the office of its registered agent in the British Virgin Islands. Unless otherwise agreed with the Secured Party, the Pledgor shall make an application, or procure that an application is made, in the approved form to the Pledged Collateral Registrar of Corporate Affairs in the British Virgin Islands (the “Registrar”) to register the charge created by this Agreement in the register of registered charges kept by the Registrar for the Pledgor and, forthwith upon receipt by the Pledgor of the certificate of registration of the charge issued by the Registrar, send a copy of such certificate of registration to the Company and the Lien of the Agent thereon against the claim of any other PersonCollateral Agent. (d) The Pledgor shall, upon obtaining any additional shares of Stock of any other Person not evidenced on SCHEDULE I attached hereto or upon obtaining any additional shares of Stock upon the exercise of the warrant shown in SCHEDULE I attached hereto, promptly (and in any event within five (5) Business Days) deliver to the Agent all share certificates and voting trust certificates respecting such Stock, and deliver to the Agent a Pledge Amendment duly executed by the Pledgor, substantially in the form of SCHEDULE II attached hereto, which is incorporated herein by this reference (a "Pledge Amendment"), and executed instruments of transfer or assignment (including, without limitation, stock powers) executed in blank, in respect of the additional shares of stock which are to be pledged pursuant hereto. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment hereto and agrees that all shares listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants of the Pledgor. The Pledgor covenants and agrees, in addition to its other obligations under agrees with the Credit Agreement Collateral Agent and the other Credit DocumentsSecured Parties that, that from and after the date of this Agreement until the Secured date upon which the Loans, and all other Obligations then due and owing shall have been paid in full in cash and performed in fullthe Commitments shall have terminated: (a) Without the prior written consent of the Agent, the Pledgor shall not sell, assign, transfer, pledge, or otherwise encumber any of the Pledgor's rights in or to the Pledged Collateral pledged by the Pledgor or any unpaid dividends or other distributions or payments with respect thereto or granx x Xxxx xxxrein except as otherwise permitted by this Securities Pledge Agreement. (b) The Pledgor shall, at the Pledgor's own expense, promptly execute, acknowledge, and deliver all such instruments and take all such action as the Agent from time to time may reasonably request in order to ensure to the Agent the benefits of the Lien in and to the Pledged Collateral intended to be created by this Securities Pledge AgreementAdditional Shares. Without limiting the foregoing, If the Pledgor shall, at the Pledgor's expense, promptly (but in any event within thirty days after the date the security attaches to the OzPhone Shares) deliver to the Agent share certificates respecting the 8 Ordinary Shares as a result of OzPhone Pty. Ltd in the name its ownership of Pledgor and executed instruments of transfer or assignment (including without limitation stock powers) executed in blank, in respect of such shares. (c) The Pledgor shall maintain, preserve and defend the title to the Pledged Collateral and the Lien of the Agent thereon against the claim of any other Person. (d) The Pledgor shall, upon obtaining any additional shares of Stock of any other Person not evidenced on SCHEDULE I attached hereto or upon obtaining any additional shares of Stock upon the exercise of the warrant shown in SCHEDULE I attached hereto, promptly (and in any event within five (5) Business Days) deliver to the Agent all share certificates and voting trust certificates respecting such Stock, and deliver become entitled to the Agent a Pledge Amendment duly executed by the Pledgor, substantially in the form of SCHEDULE II attached hereto, which is incorporated herein by this reference (a "Pledge Amendment"), and executed instruments of transfer receive or assignment shall receive any stock certificate (including, without limitation, any stock powers) executed certificate representing a stock dividend or a distribution in blankconnection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the additional Capital Stock of the Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent for the Collateral Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties and deliver the same forthwith to the Collateral Agent (that will hold the same on behalf of the Secured Parties) or the Secured Party Representative, acting as agent for the Collateral Agent, in accordance with the Intercreditor Agreement, in the exact form received, duly indorsed by the Pledgor to the Collateral Agent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, if required, or accompanied by an undated stock which are power covering such certificate duly executed in blank by the Pledgor, to be pledged held by the Collateral Agent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of the Borrower (except any liquidation or dissolution permitted by the Credit Agreement) shall be paid over to Collateral Agent or the Secured Party Representative, acting as agent for the Collateral Agent, in accordance with the Intercreditor Agreement, to be held by the Collateral Agent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant heretoto the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent, or the Secured Party Representative, acting as agent for the Collateral Agent, in accordance with the Intercreditor Agreement, to be held by the Collateral Agent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Collateral Agent or the Secured Party Representative, acting as agent for the Collateral Agent, in accordance with the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of the Pledgor, as additional collateral security for the Obligations. The Pledgor hereby authorizes shall notify the Collateral Agent to attach each Pledge Amendment hereto and agrees that all shares listed on promptly in writing of the occurrence of any Pledge Amendment delivered of the events described in this subsection 5.1.1 with respect to the Agent shall for all purposes hereunder be considered Pledged CollateralStock.

Covenants of the Pledgor. The Pledgor covenants as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination of the Security Agreement and agreesthe other Loan Operative Documents): (a) except as contemplated hereby and by the Security Agreement, the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer of the Pledged Collateral or the ownership interests of the Trust and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens other than the Liens granted in favor of the Security Trustee; (b) as the sole beneficial owner of the Trust, it will not cause the Owner Trustee to issue any further beneficial interests of any class or description or other securities in addition to or in substitution for the Beneficial Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other obligations than Excluded Payments and any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Trust under the Credit Agreement and the other Credit Loan Operative Documents) or additional beneficial interest of any class or description or other securities of the Trust; (c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that until may be necessary, or that the Secured Obligations have been paid Security Trustee may reasonably request, in order to perfect and performed in full:protect any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder; (ad) Without as sole beneficial owner of the Trust, it shall not authorize or, to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Trust or of a substantial part of the Trust’s property, or admit in writing submitted in connection with judicial or other similar procedures the Trust’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Trust; (e) as sole beneficial owner of the Trust, it shall not authorize the Trust to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Trust in any such proceedings, or authorize the Trust by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Trust’s creditors or otherwise for the relief of distressed debtors; (f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Trust of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Trust or otherwise file a petition against the Trust in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect; (g) as sole beneficial owner of the Trust, it shall not authorize the Trust to incur any indebtedness other than as provided in the Operative Documents; (h) as sole beneficial owner of the Trust, it shall not authorize the Trust to engage in any business other than as contemplated by the Operative Documents; (i) it shall not, unless (i) it has given at least 20 days’ prior written consent of notice to such effect to the Agent, Security Trustee and (ii) all action reasonably necessary to protect and perfect the Pledgor shall not sell, assign, transfer, pledge, Lien granted or otherwise encumber any of the Pledgor's rights in or purported to be granted hereby with respect to the Pledged Collateral pledged by Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the Pledgor or any unpaid dividends or other distributions or payments with respect thereto or granx x Xxxx xxxrein except as otherwise permitted by this Securities Pledge Agreement.laws of another jurisdiction; (bj) The Pledgor shallif it receives distributions from the Trust that were made with funds that the Trust was not entitled to receive under the Security Agreement and the other Loan Operative Documents, at it shall hold such funds in trust for the Pledgor's own expense, Security Trustee and promptly execute, acknowledge, and deliver all deposit such instruments and take all such action as funds in the Agent from time to time may reasonably request in order to ensure to the Agent the benefits applicable Collateral Account on behalf of the Trust; (k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral intended against the claims and demands of all Persons; and (l) it will not amend, repeal or modify the Trust Agreement without the prior written consent of the Security Trustee (not to be created by this Securities Pledge Agreement. Without limiting the foregoingunreasonably withheld, the Pledgor shall, at the Pledgor's expense, promptly (but in any event within thirty days after the date the security attaches to the OzPhone Shares) deliver to the Agent share certificates respecting the 8 Ordinary Shares of OzPhone Pty. Ltd in the name of Pledgor and executed instruments of transfer delayed or assignment (including without limitation stock powers) executed in blank, in respect of such sharesconditioned). (c) The Pledgor shall maintain, preserve and defend the title to the Pledged Collateral and the Lien of the Agent thereon against the claim of any other Person. (d) The Pledgor shall, upon obtaining any additional shares of Stock of any other Person not evidenced on SCHEDULE I attached hereto or upon obtaining any additional shares of Stock upon the exercise of the warrant shown in SCHEDULE I attached hereto, promptly (and in any event within five (5) Business Days) deliver to the Agent all share certificates and voting trust certificates respecting such Stock, and deliver to the Agent a Pledge Amendment duly executed by the Pledgor, substantially in the form of SCHEDULE II attached hereto, which is incorporated herein by this reference (a "Pledge Amendment"), and executed instruments of transfer or assignment (including, without limitation, stock powers) executed in blank, in respect of the additional shares of stock which are to be pledged pursuant hereto. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment hereto and agrees that all shares listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder be considered Pledged Collateral.