Common use of Covenants of the Pledgor Clause in Contracts

Covenants of the Pledgor. 8.1 The Pledgor hereby covenants to the Beneficiary that: (a) it will not assign, transfer or otherwise dispose of, nor suffer or permit any of the same to occur with respect to, any Pledged Account or any Credit Balance or its rights attached to such Pledged Account or such Credit Balance to the benefit of a party other than the Beneficiary and other than Permitted Liens, it being understood that the Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1; (b) it will perform all acts and execute all documents and instrument and as the Beneficiary may reasonably request from time to time in order to evidence, perfect, maintain or enforce the Pledge or otherwise in furtherance of the provisions of this Pledge Agreement; (c) it will not create, grant or permit to subsist any pledge, charge, lien or other security over any Account or any Credit Balance, except any Permitted Lien; (d) to the extent permitted under applicable law, it will not agree to the exercise by any person other than the Beneficiary of any right, and hereby waives any right which it may have, now or hereafter, to assert or counter-claim against or with respect to any Pledged Account or any Credit Balance; (e) it will furnish upon demand to the Beneficiary such information, reports and records in respect of any Account and any Credit Balance as the Beneficiary may reasonably request from time to time; (f) it will not locate or permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with the provisions of the Loan Agreement and/or excluded accounts; (g) it will not open an account either with any Account Holder or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge Agreement, in such case the prior Beneficiary's written consent is not required; (h) after the occurrence of a Notification Event, it shall not close any of the Pledged Accounts without prior written notice to the Beneficiary. 8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental Agreement, the Pledgor covenants on the date of the Pledge Agreement and for the duration of the Pledge Agreement not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge Agreement.

Covenants of the Pledgor. 8.1 The Pledgor hereby covenants to as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the Beneficiary that:termination of the Security Agreement and the other Loan Operative Documents): (a) it except as contemplated hereby and by the Security Agreement, the Pledgor will not assignmake any sale, assignment, pledge, mortgage, hypothecation or transfer or otherwise dispose of, nor suffer or permit any of the same to occur with respect toPledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any Pledged Account or any Credit Balance or its rights attached to such Pledged Account or such Credit Balance to the benefit of a party and all Liens other than the Beneficiary and other than Permitted Liens, it being understood that Liens granted in favor of the Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1Security Trustee; (b) as manager and sole member of the Company, it will perform not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership 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 acts property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and execute all documents other property explicitly permitted to be received and instrument retained by the Company under the Credit Agreement and as the Beneficiary may reasonably request from time to time in order to evidence, perfect, maintain other Loan Operative Documents) or enforce the Pledge additional limited liability company interest of any class or otherwise in furtherance description or other securities of the provisions of this Pledge AgreementCompany; (c) at any time and from time to time, at no expense to the Security Trustee, it will not createpromptly execute and deliver all further instruments and documents, grant and take all further action, that may be necessary, or permit that the Security Trustee may reasonably request, in order to subsist perfect and protect any pledge, charge, lien Lien granted or other security over any Account purported to be granted hereby or any Credit Balance, except any Permitted Liento enable the Security Trustee to exercise and enforce its rights and remedies hereunder; (d) as manager and sole member of the Company, it shall not authorize or, to the extent permitted under applicable lawwithin its power or control, it will not agree consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’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 by any person other than a contractual right to assume the Beneficiary operations or financial management of any right, and hereby waives any right which it may have, now or hereafter, to assert or counter-claim against or with respect to any Pledged Account or any Credit Balancethe Company; (e) as manager and sole member of the Company, it will furnish upon demand shall not authorize the Company 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 Beneficiary material allegations of a petition filed against the Company in any such informationproceedings, reports and records in respect or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any Account and any Credit Balance as other now existing or future bankruptcy, insolvency or other similar law providing for the Beneficiary may reasonably request from time to timereorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors; (f) it will shall not locate commence or permit to locate join with any cash received from other Person in commencing any person whatsoevercase, for whatever reasonproceeding or action described in the preceding paragraph or seek an order, in an account other than an Accountjudgment or decree appointing a receiver, except for factoring accounts which may be opened with factors from time to time in accordance with the provisions trustee or liquidator of the Loan Agreement and/or excluded accountsCompany of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect; (g) it will not open an account either with any Account Holder or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour as manager and sole member of the Beneficiary pursuant Company, it shall not authorize the Company to incur any indebtedness other than as provided in the same terms and conditions as stated in this Pledge Agreement, in such case the prior Beneficiary's written consent is not requiredOperative Documents; (h) after as manager and sole member of the occurrence of a Notification EventCompany, it shall not close authorize the Company to engage in any of business other than as contemplated by the Pledged Accounts without Operative Documents; (i) it shall not, unless (i) it has given at least 20 days’ prior written notice to the Beneficiary. 8.2 In addition such effect to the undertakings Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction; (j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in section 1 (Representations, Warranties trust for the Security Trustee and Covenants of Guarantor) promptly deposit such funds in the applicable Collateral Account on behalf of the Supplemental AgreementCompany; (k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledgor covenants on Pledged Collateral against the date claims and demands of all Persons; and (l) it will not amend, repeal or modify the LLC Agreement of the Pledge Agreement and for Company without the duration prior written consent of the Pledge Agreement Security Trustee (not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge Agreementbe unreasonably withheld, delayed or conditioned).

Covenants of the Pledgor. 8.1 The Pledgor hereby covenants to and undertakes the Beneficiary thatfollowing with the Pledgee: (a) duly and punctually to observe and perform all the conditions and obligations imposed on it will not assign, transfer or otherwise dispose of, nor suffer or permit any of the same to occur with respect to, any Pledged Account or any Credit Balance or its rights attached to such Pledged Account or such Credit Balance to the benefit of a party other than the Beneficiary and other than Permitted Liens, it being understood that the Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1by this Agreement; (b) it will perform all acts and execute all documents and instrument and as not, without the Beneficiary may reasonably request from time prior written consent of the Pledgee, to time in order attempt to evidencesell, perfectassign, maintain transfer, create any security, interest or enforce the Pledge lien over, or otherwise in furtherance dispose of or encumber any of the provisions Securities to or in favor of this Pledge Agreementany person other than the Pledgee; (c) it will not create, grant to do or permit to subsist be done each and every act or thing the Pledgee may from time to time require to be done for the purpose of enforcing the Pledgee's rights under this Agreement or in respect of any pledge, charge, lien or other security over any Account or any Credit Balance, except any Permitted Lienof the Securities and to allow its name to be used as and when required by the Pledgee for such purpose; (d) to the extent permitted under applicable lawmake all registrations, it will not agree to the exercise by any person other than the Beneficiary of any rightfilings and recordings, and hereby waives any right which it may havetake all other actions as are necessary or determined by the Pledgee to be advisable to ensure the continued legality, now or hereaftervalidity, to assert or counter-claim against or with respect to any Pledged Account or any Credit Balanceenforceability, priority and admissibility in evidence of this Agreement; (e) it will furnish upon demand to be responsible for the Beneficiary such information, reports and records in respect resolution of any Account disputes with a third party in connection with the Securities, including any disputes involving claims against the Securities, and in connection therewith, the Pledgor agrees not to take any Credit Balance as action which might adversely affect the Beneficiary may reasonably request from time enforcement of the Pledgee's rights or Pledgee's interests in the Securities and to timeaffirmatively protect and defend such rights and interests in accordance with the instructions of the Pledgee; (f) it will not locate to pay all taxes, assessments and other governmental charges of any kind imposed on or permit to locate in respect of his income or any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with the provisions of the Loan Agreement and/or excluded accountshis assets when due; (g) it will not open an account either with to immediately notify the Pledgee of any Account Holder or with another bank without and all notices that the prior Beneficiary's written consent unless Pledgor has received from the said account is pledged Company in favour his capacity as a shareholder upon the receipt of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge Agreement, in such case the prior Beneficiary's written consent is not requirednotice; (h) after if and when it is required to or entitled to vote, give any consent or exercise any other rights with respect to the occurrence of a Notification EventSecurities, it shall not close any to first notify such situation to the Pledgee immediately and act in accordance with the instruction of the Pledged Accounts without prior written notice Pledgee; (i) not to make or cause to make any action, procedure or event that may diminish the Beneficiary. 8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) value of the Supplemental Agreement, Securities; and (j) to notify the Pledgor covenants on the date Pledgee of the Pledge Agreement any event that would result in or lead to a breach of any representation and for the duration warranty provided under Section 3 immediately upon becoming aware of the Pledge Agreement not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge Agreementsuch event.

Covenants of the Pledgor. 8.1 The Pledgor hereby covenants to the Beneficiary that: (a) Each Pledgor covenants and agrees that it will take all reasonable steps to defend the right, title and interest of the Pledgee in and to the Collateral and the proceeds thereof against the claims and demands of all persons whomsoever; and each Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise take all reasonable steps to defend its rights thereto and interests therein. (b) Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except as expressly permitted by this Agreement. (c) Except as otherwise permitted under the Loan Agreement, without the prior written consent of the Pledgee, each Pledgor covenants and agrees that it will not (i) vote to enable, or take any other action to permit, any Issuing Entity to issue any stock or other equity securities or interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities or interests of any Issuing Entity or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Equity Interests. (d) Each Pledgor covenants and agrees that it will cause its pledge hereunder to be noted conspicuously on its books and records. If any certificates or other instruments are issued to represent the Pledged Equity Interests, then the relevant Pledgor shall deliver or cause to be delivered to the Pledgee or its designee such certificates or other instruments. (e) No Pledgor will, nor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Equity Interests constitute Collateral hereunder) to, without the prior written consent of the Pledgee, (i) enter into or permit to exist any arrangement or agreement (excluding the Loan Agreement and the other Loan Documents) which directly or indirectly prohibits such Pledgor or any of the related Issuing Entities from creating, assuming or incurring any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Loan Agreement, (ii) permit any Lien to exist on any of the Equity Interests of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer or otherwise dispose of, nor suffer or permit of any of the same to occur Equity Interests with respect toto the Issuing Entities, regardless of whether such Equity Interests constitute Collateral hereunder, other than in a transaction permitted under the Loan Agreement or (iv) except as otherwise set forth in the Loan Agreement, enter into any Pledged Account agreement, contract or arrangement (excluding the Loan Agreement and the other Loan Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any Credit Balance part of its assets to the Pledgor or its rights attached any Person owning or holding the Equity Interests with respect to such Pledged Account Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Credit Balance Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any governmental authority, and (z) restrictions and conditions arising under the Loan Agreement and the other Loan Documents. (f) Each Pledgor covenants and agrees that, throughout the term of the Loan Agreement, if and when any Equity Interests owned by such Pledgor shall cease to be Excluded Collateral, such Equity Interests shall be deemed at all times from and after the benefit of a party other than the Beneficiary date hereof to constitute Collateral hereunder. (g) Each Pledgor covenants and other than Permitted Liens, it being understood agrees that the Pledged Equity Interests are “general intangibles” under Article 9 of the Uniform Commercial Code, and are not “securities” for purposes of Article 8 of the Uniform Commercial Code or “investment property” for purposes of Article 9 of the Uniform Commercial Code, and that it will not modify any organizational, operating or other agreements to permit such equity interests to be governed by Article 8 of the Uniform Commercial Code without the prior written consent of the Pledgee. (h) Each Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1covenants and agrees that it shall and shall cause each Issuing Entity to: (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises; (bii) it comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (iii) keep adequate records and books of account, in which complete entries will perform be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all acts taxes (including income taxes), all depreciation, depletion, obsolescence and execute amortization of its properties, all documents contingencies, and instrument and as all other reserves; (iv) not move its chief executive office or chief operating office from the Beneficiary may reasonably request from time addresses referred to time in order to evidence, perfect, maintain or enforce the Pledge or otherwise in furtherance Schedule 6.10 of the provisions Loan Agreement other than in strict compliance with the obligations set forth in Section 4.03 of this Pledge the Loan Agreement; (cv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it will not create, grant or permit its income or profits or on any of its Property prior to subsist any pledge, charge, lien or other security over any Account or any Credit Balancethe date on which penalties attach thereto, except for any Permitted Liensuch tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Each Pledgor and its Subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it where the failure to file would reasonably be expected to have a Material Adverse Effect; (dvi) to the extent permitted under applicable law, it will not agree to the exercise by any person other than the Beneficiary of any right, keep in full force and hereby waives any right which it may have, now or hereafter, to assert or counter-claim against or with respect to any Pledged Account or any Credit Balance; (e) it will furnish upon demand to the Beneficiary such information, reports and records in respect of any Account and any Credit Balance as the Beneficiary may reasonably request from time to time; (f) it will not locate or permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with effect the provisions of the Loan Agreement and/or excluded accounts;its charter documents, by-laws, operating agreements or similar organizational documents; and (gvii) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case in such manner that a Material Adverse Effect will not open an account either with any Account Holder or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge Agreement, in such case the prior Beneficiary's written consent is not required; (h) after the occurrence of a Notification Event, it shall not close any of the Pledged Accounts without prior written notice to the Beneficiaryresult. 8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental Agreement, the Pledgor covenants on the date of the Pledge Agreement and for the duration of the Pledge Agreement not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge Agreement.

Covenants of the Pledgor. 8.1 The Pledgor hereby covenants to the Beneficiary that: (a) Each Pledgor covenants and agrees that it will take all reasonable steps to defend the right, title and interest of the Pledgee in and to the Collateral and the proceeds thereof against the claims and demands of all persons whomsoever; and each Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise take all reasonable steps to defend its rights thereto and interests therein. (b) Each Pledgor covenants and agrees that it shall not assign(i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except as expressly permitted by this Agreement. (c) [Reserved]. (d) Each Pledgor covenants and agrees that it will cause its pledge hereunder to be noted conspicuously on its books and records. If any certificates or other instruments are issued to represent the Pledged Equity Interests, then the relevant Pledgor shall deliver or cause to be delivered to the Pledgee or its designee such certificates or other instruments. (e) Other than in connection with the GMAC Reorganization and subject to the commitments made by the Borrower to the Federal Reserve System with respect to GMAC, no Pledgor will, nor will it vote to permit any of the Issuing Entity (for so long as all or a portion of its related Equity Interests constitute Collateral hereunder) to, without the prior written consent of the Pledgee, (i) enter into or permit to exist any arrangement or agreement (excluding the Loan Agreement and the other Loan Documents) which directly or indirectly prohibits such Pledgor or any of the Issuing Entity from creating, assuming or incurring any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Loan Agreement, (ii) permit any Lien to exist on any of the Equity Interests of the Issuing Entity for so long as such Equity Interests constitute Collateral hereunder (other than the Lien granted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer or otherwise dispose of, nor suffer or permit of any of the same to occur Equity Interests with respect toto the Issuing Entity, regardless of whether such Equity Interests constitute Collateral hereunder, other than in a transaction permitted under the Loan Agreement or (iv) except as otherwise set forth in the Loan Agreement, enter into any Pledged Account agreement, contract or arrangement (excluding the Loan Agreement and the other Loan Documents) restricting the ability of the Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any Credit Balance or part of its rights attached to such Pledged Account or such Credit Balance assets to the benefit of a party Pledgor or any Person owning or holding the Equity Interests with respect to the Issuing Entity; in each case other than the Beneficiary (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other than Permitted Liens, it being understood that contracts entered into by the Pledgor is entitled to freely use or Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any Pledged Account pursuant to Clause 3.1laws, rules or regulations of any governmental authority, and (z) restrictions and conditions arising under the Loan Agreement and the other Loan Documents. (f) [Reserved]. (g) [Reserved]. (h) Each Pledgor covenants and agrees that it shall: (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises; (bii) it comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; (iii) keep adequate records and books of account, in which complete entries will perform be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all acts taxes (including income taxes), all depreciation, depletion, obsolescence and execute amortization of its properties, all documents contingencies, and instrument and as all other reserves; (iv) not move its chief executive office or chief operating office from the Beneficiary may reasonably request from time addresses referred to time in order to evidence, perfect, maintain or enforce the Pledge or otherwise in furtherance Schedule 6.10 of the provisions Loan Agreement other than in strict compliance with the obligations set forth in Section 4.03 of this Pledge the Loan Agreement; (cv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Each Pledgor and its Subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it where the failure to file would reasonably be expected to have a Material Adverse Effect; (vi) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents; and (vii) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case in such manner that a Material Adverse Effect will not createresult. (i) In the event of a GMAC Trust Disposition of any Pledged Equity Interests, the related Pledgor covenants and agrees that it shall cause the related Equity Interest Trustee to (i) acknowledge the Lender’s first priority perfected security interest in such Pledged Equity Interests and (ii) grant or permit to subsist any pledge, charge, lien the Lender a continuing security interest in such Pledged Equity Interests pursuant to the terms of a pledge or other security over any Account or any Credit Balanceagreement and related documentation, except any Permitted Lien; (d) the form and substance of which are acceptable to the extent permitted under applicable lawLender in its reasonable discretion; provided, it will not agree to the exercise by any person other than the Beneficiary of any right, and hereby waives any right which it may have, now or hereafter, to assert or counter-claim against or with respect to any Pledged Account or any Credit Balance; (e) it will furnish upon demand to the Beneficiary that such information, reports and records in respect of any Account and any Credit Balance as the Beneficiary may reasonably request from time to time; (f) it will not locate or agreement shall permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with the provisions of the Loan Agreement and/or excluded accounts; (g) it will not open an account either with any Account Holder or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge Agreement, in such case the prior Beneficiary's written consent is not required; (h) after the occurrence of a Notification Event, it shall not close any of the Pledged Accounts without prior written notice to the BeneficiaryEquity Interest Dispositions. 8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental Agreement, the Pledgor covenants on the date of the Pledge Agreement and for the duration of the Pledge Agreement not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge Agreement.

Covenants of the Pledgor. 8.1 The In order to induce the ------------------------ Secured Party to enter into this Agreement, the Pledgor hereby covenants and agrees as follows: (i) the Pledgor will defend the Secured Party's right, title, claim of possession and Lien in and to the Beneficiary Collateral against the claims and demands of all Persons, subject in all events to the applicable terms and conditions of the Brookdale Documents; (ii) the Pledgor will not create or permit to exist any Lien on the Collateral (other than the Lien created by this Agreement and the Basic Documents) and will pay and discharge all Liens, charges, claims, taxes and other governmental charges, and all contractual obligations requiring the payment of money, before such become overdue, that may affect the Collateral or any portion thereof, unless (but only to the extent that:) (a) such payment is being contested in good faith and in accordance with law, and (b) the failure to make such payment cannot result in the loss of the Collateral or any portion thereof; (iii) upon demand by the Secured Party, the Pledgor shall pay, or cause to be paid, all reasonable fees and expenses actually incurred by the Secured Party in connection with the preparation and negotiation of the Basic Documents, the amendment or modification of the Basic Documents and the prosecution or defense of any action or proceeding or other litigation affecting or relating to the Basic Documents (including, without limitation, reasonable attorneys' fees and disbursements); and any amounts so paid shall be secured by this Agreement; (iv) the Pledgor agrees that it will not assignjoin with the Secured Party in executing and, transfer at its own expense, file and refile under the UCC such financing statements, continuation statements and other documents in such offices as the Secured Party may reasonably deem necessary or otherwise dispose ofdesirable and wherever required or permitted by law in order to perfect and preserve the Secured Party's first priority perfected security interest in the Collateral and hereby authorizes the Secured Party to file financing statements and amendments thereto relative to all or any part of the Collateral without the signature of the Pledgor where permitted by law, nor suffer and agrees to do such further acts and things and to make, execute and deliver to the Secured Party such additional conveyances, assignments, agreements, instruments and financing statements as the Secured Party may reasonably require or permit deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Secured Party its rights, powers and remedies hereunder, and if the Pledgor shall fail to execute any such additional conveyances, assignments, agreements, instruments or financing statements, the Secured Party, as attorney-in-fact for the Pledgor, may in the name, place and stead of the Pledgor, make, execute and deliver any of the same to occur with respect toforegoing; provided, any Pledged Account or any Credit Balance or its rights attached to such Pledged Account or such Credit Balance to however, that none of the benefit of a party other than the Beneficiary and other than Permitted Liens, it being understood that foregoing shall relieve the Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1of its responsibility for such filings and perfection; (bv) it will perform all acts and execute all documents and instrument and upon demand by the Secured Party, the Pledgor shall furnish to the Secured Party such proof or evidence as the Beneficiary Secured Party may reasonably request from time to time in order with respect to evidence, perfect, maintain or enforce (a) the Pledge or otherwise in furtherance continuing correctness of the provisions representations and warranties set forth herein as of this Pledge Agreementthe date made, (b) compliance with and performance by the Pledgor of the covenants contained herein, and (c) such other matters with respect to the transactions contemplated hereby as the Secured Party shall reasonably request; (cvi) it will not createthe Pledgor shall promptly, grant upon becoming aware thereof, notify the Secured Party in writing of any condition or permit to subsist any pledge, charge, lien event that constitutes a Default or other security over any Account or any Credit Balance, except any Permitted Lienan Event of Default; (dvii) to the extent Pledgor shall notify the Secured Party in writing within not more than 30 days following the date the Pledgor changes its principal place of business or chief executive office, which notice shall set forth the full and complete new address of the principal place of business or chief executive office of the Pledgor; and (viii) except as permitted under applicable lawthe Credit Agreement and except as provided in the Brookdale Documents, it the Pledgor will not agree to the exercise by any person other than the Beneficiary of any rightnot, and hereby waives any right which it may havedirectly or indirectly, now sell, convey, transfer, assign, encumber or hereafterotherwise dispose of, to assert or counter-claim against or grant rights with respect to any Pledged Account to, or any Credit Balance; (e) it will furnish upon demand to the Beneficiary such information, reports and records mortgage or create a security interest in respect of any Account and any Credit Balance as the Beneficiary may reasonably request from time to time; (f) it will not locate or permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with the provisions of the Loan Agreement and/or excluded accounts; (g) it will not open an account either with any Account Holder or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge Agreement, in such case the prior Beneficiary's written consent is not required; (h) after the occurrence of a Notification Event, it shall not close any of the Pledged Accounts without prior written notice to the BeneficiaryCollateral (or any associated options, rights or interests). 8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental Agreement, the Pledgor covenants on the date of the Pledge Agreement and for the duration of the Pledge Agreement not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge Agreement.

Covenants of the Pledgor. 8.1 The Pledgor hereby covenants to the Beneficiary thatshall: (a) it will not assign, transfer or otherwise dispose of, nor suffer or permit any of Perform each and every covenant in the same to occur with respect to, any Pledged Account or any Credit Balance or its rights attached to such Pledged Account or such Credit Balance Loan Documents applicable to the benefit of a party other than the Beneficiary and other than Permitted Liens, it being understood that the Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1Pledgor; (b) it will perform At all acts and execute times keep at least one complete set of its records concerning substantially all documents and instrument and as the Beneficiary may reasonably request from time to time in order to evidence, perfect, maintain or enforce the Pledge or otherwise in furtherance of the provisions Pledged Collateral at its Chief Executive Office as set forth in Schedule B hereto, and not change the location of this Pledge Agreementits Chief Executive Office or such records without giving Agent at least thirty (30) days prior written notice thereof; (c) To the extent it will not createmay lawfully do so, grant use its best efforts to prevent the Issuers from issuing Future Rights or permit to subsist any pledge, charge, lien or other security over any Account or any Credit BalanceProceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms of the Loan Agreement to be paid by any Permitted LienIssuer to the Pledgor; (d) to Upon receipt by the extent permitted under applicable law, it will not agree to the exercise by any person other than the Beneficiary Pledgor of any rightmaterial notice, and hereby waives report, or other communication from any right which it may have, now or hereafter, to assert or counter-claim against or with respect to any Pledged Account of the Issuers or any Credit BalanceHolder relating to all or any part of the Pledged Collateral, deliver such notice, report or other communication to Agent promptly, but in no event later than five (5) business days following the receipt thereof by the Pledgor; (e) To the extent it will furnish upon demand may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Governing Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company, unless in each case, the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Beneficiary such information, reports Agent as permitted by the Loan Agreement and records in respect pursuant to the terms of any Account and any Credit Balance as the Beneficiary may reasonably request from time to time;this Agreement; and (f) it will not locate or permit to locate any cash received from any person whatsoeverThe Pledged Collateral that is in certificated form shall at all times be in the possession of Xxxxx Fargo Bank Nevada, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with the provisions of the Loan Agreement and/or excluded accounts; (g) it will not open an account either with any Account Holder or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge Agreement, in such case the prior Beneficiary's written consent is not required; (h) after the occurrence of a Notification Event, it shall not close any of the Pledged Accounts without prior written notice to the Beneficiary. 8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental AgreementN.A., the Pledgor covenants on Agent’s designee in the date State of the Pledge Agreement and for the duration of the Pledge Agreement not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge AgreementNevada.

Covenants of the Pledgor. 8.1 The So long as this Pledge and Security Agreement shall remain in effect, the Pledgor hereby covenants to the Beneficiary that: will (a) it will defend the right, title and interest of the Pledgees in the Collateral against the claims and demands of all Persons; (b) not amend, modify, or waive any of the terms and conditions of, or settle or compromise any claim in respect of, any Collateral in a manner which would materially adversely affect the interests of the Pledgees; (c) not sell, assign, transfer transfer, or otherwise dispose of, nor suffer or permit grant any of the same to occur option with respect to, or pledge or otherwise encumber, or release any of the Collateral or any interest therein except in a manner whereby the Agent alone would be entitled to receive the proceeds therefrom; (d) notify the Collateral Agent, the Agent and the Pledgees monthly of any default of which the Pledgor has knowledge that continues beyond any applicable notice or grace period under any Pledged Account Mortgage Loan which has Collateral Value; and (e) maintain, or cause to be maintained, in its chief executive office or in the offices of a computer service bureau approved by the Agent for the processing of Mortgage Notes and Mortgage-Backed Securities, originals, or copies if the original has been delivered to the Collateral Agent, of its Mortgage Notes and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other records, information and data, relating to the Collateral and will give the Collateral Agent, the Agent and the Pledgees written notice of the place where such records, information and data will be maintained. So long as this Agreement shall remain in effect, the Pledgor will (a) be a “Member” (as defined in the MERS Agreements) of MERSCORP, (b) maintain the Electronic Tracking Agreement in full force and effect and timely perform all of its obligations thereunder, (c) provide the Agent and the Collateral Agent with copies of any new MERS Agreement or any Credit Balance amendment, supplement or its rights attached to such Pledged Account or such Credit Balance to the benefit other modification of a party any MERS Agreement (other than the Beneficiary and other than Permitted LiensElectronic Tracking Agreement), it being understood that the Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1; (b) it will perform all acts and execute all documents and instrument and as the Beneficiary may reasonably request from time to time in order to evidence, perfect, maintain or enforce the Pledge or otherwise in furtherance of the provisions of this Pledge Agreement; (c) it will not create, grant or permit to subsist any pledge, charge, lien or other security over any Account or any Credit Balance, except any Permitted Lien; (d) not amend, terminate or revoke, or enter into any agreement that contradicts, the Electronic Tracking Agreement, (e) identify to the extent permitted under applicable lawAgent and the Collateral Agent each Pledged Mortgage Loan that is registered in the MERS System, at the earlier of the time it will not agree is so registered or the time it is pledged or deemed pledged hereunder, as so registered, (f) at any time at the request of the Agent or the Collateral Agent, take such actions as may be necessary to register the pledge of any Pledged Mortgage Loan to the exercise Agent and the Collateral Agent on the MERS System, (g) at the request of the Agent or the Collateral Agent, take such actions as may be requested by any person other than the Beneficiary Agent or the Collateral Agent to (i) transfer beneficial ownership of any rightPledged Mortgage Loan to the Agent or the Collateral Agent on the MERS System, or (ii) de-register or re-register any Pledged Mortgage Loan on, or withdraw any Pledged Mortgage Loan from, the MERS System, (h) provide the Agent and hereby waives the Collateral Agent with copies of any right which it may have, now or hereafter, to assert or counter-claim against or all of the following reports with respect to the Pledged Mortgage Loans registered on the MERS System, at the request of the Agent: (v) Co-existing Security Interest Reports, (w) Release of Security Interest by Interim Funding Reports, (x) Paid in Full Verification Reports, (y) Interim Funding Rejects Reports, and (z) such other reports as the Agent or the Collateral Agent may request to verify the status of any Pledged Account Mortgage Loan on the MERS System, (i) notify the Agent of any withdrawal or deemed withdrawal of the Pledgor’s membership in the MERS System or any Credit Balance; (e) it will furnish upon demand to the Beneficiary such information, reports and records in respect deregistration of any Account Pledged Mortgage Loan previously registered on the MERS System, and (j) not enter into any Credit Balance as the Beneficiary may reasonably request from time to time; (f) it will not locate other Electronic Tracking Agreement or permit to locate other similar arrangement with any cash received from any person whatsoever, for whatever reason, in an account lender or lender’s agent other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with the provisions of Agent and the Loan Agreement and/or excluded accounts; (g) it will not open an account either with any Account Holder or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge Agreement, in such case the prior Beneficiary's written consent is not required; (h) after the occurrence of a Notification Event, it shall not close any of the Pledged Accounts without prior written notice to the BeneficiaryCollateral Agent. 8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental Agreement, the Pledgor covenants on the date of the Pledge Agreement and for the duration of the Pledge Agreement not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge Agreement.

Covenants of the Pledgor. 8.1 The Pledgor covenants and agrees with the Secured Party that, from and after the date of this Agreement until this Agreement is terminated and the Security Interests created hereby covenants to the Beneficiary thatare released, it will: (a) Keep all books and records relating to the Collateral at the address listed on Schedule I hereto. (b) Furnish Secured Party such information concerning the Pledgor and the Collateral as Secured Party may from time to time reasonably request. (c) Defend in a commercially reasonable manner its title to the Collateral against all Persons and against all claims and demands whatsoever. (d) With respect to all Collateral, do all acts reasonably necessary to maintain, preserve and protect all such Collateral, and prevent any waste or unusual or unreasonable depreciation thereof. (e) Permit Secured Party and designees of Secured Party, from time to time, to inspect the Collateral at reasonable times upon reasonable prior notice to Pledgor. (f) Upon request of Secured Party, stamp on the Pledgor’s records (and require that each of the Servicer and the Trustee stamp on its records) concerning the Collateral (and/or enter into its computer records concerning the Collateral), a notation, in form reasonably satisfactory to Secured Party, of the Security Interest created hereby. (g) Furnish to Secured Party notice in writing as soon as possible and in any event not later than thirty (30) days prior to the occurrence from time to time of any change in its name or the name under or by which it will not conducts its business, organizational identification number, jurisdiction of organization, type of organization or other legal structure, each of such notices also to contain evidence that the Pledgor has taken all action required or reasonably desirable to maintain and preserve the first priority perfected Security Interests in favor of Secured Party in the Collateral, free and clear of any other Security Interest or encumbrance whatsoever. (h) At its sole expense, execute and deliver, or cause to be executed and delivered, to Secured Party, in due form for filing or recording (and pay the cost of filing or recording the same in all public offices deemed necessary or advisable by Secured Party) such assignments, security agreements, mortgages, deeds of trust, pledge agreements, consents, waivers, financing statements, stock or bond powers, and other documents, and do such other acts and things, all as may from time to time be necessary or desirable to establish and maintain to the satisfaction of Secured Party a valid first priority perfected Security Interest in all Collateral of the Pledgor now or hereafter existing or acquired (free of all other liens, claims and rights of third parties whatsoever) to secure payment and performance of the Note. (i) At Secured Party’s request after the occurrence and during the continuance of an Event of Default, transfer (or cause the Servicer to transfer) all or any part of the Collateral into the name of Secured Party or its nominee, with or without disclosing that such Collateral is subject to the Security Interest hereunder and notify the Servicer to make distributions to Secured Party of any amount due or to become due in respect of the Rochdale SUBI or the Rochdale SUBI Certificate. (j) Not take or fail to take any action which would reasonably be expected to in any manner impair the enforceability of Secured Party’s Security Interest in any Collateral. (k) Take such actions as to ensure that the Rochdale SUBI Certificate shall represent a 100% beneficial interest in all Rochdale SUBI Assets. (1) Not, without the prior written consent of the Secured Party, (a) take any action to (i) cause the Rochdale SUBI to issue or the Trustee to cause to be executed any additional certificates representing interests in any Rochdale SUBI Assets or (ii) cause the Trustee to register the Rochdale SUBI Certificate in the name of any Person other than the Pledgor or the Secured Party, (b) sell, assign, transfer transfer, exchange, or otherwise dispose of, nor suffer or permit grant any of the same to occur option with respect to, any Pledged Account the Rochdale SUBI Certificate or any Credit Balance Rochdale SUBI Assets, (c) create, incur or its rights attached permit to such Pledged Account exist any Security Interest or such Credit Balance option, or any claim of any Person, on or with respect to the benefit of a party Rochdale SUBI Certificate, any Rochdale SUBI Assets or any other Collateral, except for the Security Interests created by this Agreement or (d) enter into any agreement or undertaking (other than the Beneficiary Related Documents, the Trust Agreement and the Rochdale SUBI Supplement) restricting the right or ability of the Pledgor or the Secured Party to pledge, sell, assign or transfer the Rochdale SUBI Certificate or the other Collateral. (m) Pay, and shall hold the Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to the Rochdale SUBI Certificate or the other Collateral or in connection with any of the transactions contemplated by this Agreement. (n) Not agree to any amendment of the Trust Agreement or the Rochdale SUBI Supplement without the prior written consent of the Secured Party. (o) Concurrently with the delivery to the Secured Party of the Rochdale SUBI Certificate, cause the Trustee to make a notation of the pledge of the Rochdale SUBI Certificate to the Secured Party on the Certificate Register. (p) Timely and fully perform and comply with all provisions, covenants and other than Permitted Lienspromises required to be observed by it with respect to the Rochdale SUBI Certificate and all other agreements related to the Rochdale SUBI Certificate pursuant to their respective terms, it being understood that and will do nothing to impair the rights of the Secured Party in, to and under the Rochdale SUBI Certificate. (q) The Pledgor will at all times cause the Security Interest granted pursuant to this Agreement to constitute a valid perfected first priority security interest in the Rochdale SUBI Certificate, enforceable as such against all creditors of the Pledgor is entitled and any other Persons purporting to freely use purchase any Pledged Account pursuant to Clause 3.1; (b) it will perform all acts and execute all documents and instrument and as Rochdale SUBI Certificate from the Beneficiary may reasonably request Pledgor. The Pledgor agrees that, from time to time upon the written request of the Secured Party, the Pledgor will execute and deliver such further documents and diligently perform such other acts and things in any jurisdiction as the Secured Party may reasonably request in order to evidence, perfect, maintain or enforce the Pledge or otherwise (a) grant more effectively a security interest in furtherance favor of the provisions Secured Party in all or any portion of the Rochdale SUBI Certificate, (b) maintain, preserve, or perfect the security interest and Lien created or purported to be created by this Pledge Agreement; Agreement and the first priority status of such security interest and Lien, (c) it will not createpreserve and defend against any Person the Pledgor’s title to the Rochdale SUBI Certificate and the rights purported to be granted therein by this Agreement, grant or permit to subsist any pledge, charge, lien or other security over any Account or any Credit Balance, except any Permitted Lien; (d) enable the Secured Party to exercise and enforce its rights and remedies hereunder, (e) notify the extent permitted under applicable lawSecured Party as soon as it has knowledge or reasonable belief that the value of the Rochdale SUBI Certificate has been or may be materially impaired, it will not agree to the exercise by any person other than the Beneficiary of any right, (f) at all times act in good faith and hereby waives any right which it may have, now or hereafter, to assert or counter-claim against or in a lawful manner with respect to any Pledged Account or any Credit Balance; (e) it will furnish upon demand to the Beneficiary such information, reports and records in respect of any Account and any Credit Balance as Rochdale SUBI Certificate for the Beneficiary may reasonably request from time to time; (f) it will not locate or permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with the provisions benefit of the Loan Agreement and/or excluded accounts; Secured Party and (g) it will not open an account either with any Account Holder carry out more effectively the purposes of this Agreement, including (i) authorizing the filing of one or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary more financing statements pursuant to the same terms and conditions UCC naming the Secured Party as stated in this Pledge Agreementsecured party, (ii) executing any control agreements with respect to Rochdale SUBI Certificate, in each case naming the Secured Party as secured party, (iii) executing such case other filings required under the prior Beneficiary's written consent is not required; (h) after laws of all jurisdictions necessary or reasonably deemed appropriate in the occurrence of a Notification Event, it shall not close any judgment of the Pledged Accounts without prior written notice Secured Party to perfect or evidence the Beneficiary. 8.2 In addition to the undertakings made Secured Party’s first priority security interest in section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental Agreement, the Pledgor covenants Lien on the date of Rochdale SUBI Certificate, and (iv) causing any third party holding the Pledge Agreement Rochdale SUBI Certificate to acknowledge in a signed writing that such third party holds such Rochdale SUBI Certificate solely on behalf of, and for the duration of sole benefit of, the Pledge Agreement Secured Party. In the event the Pledgor’s compliance with this Section 8(q) requires any action by the Pledgor not to conclude any agreement that required, or deemed advisable by the terms would have a material adverse effect Secured Party based on the rights advice of counsel, under applicable Law, the Beneficiary under this Pledge AgreementSecured Party shall be responsible for all reasonable costs (including the Pledgor’s legal fees) associated with such action.

Covenants of the Pledgor. 8.1 The Pledgor covenants and agrees with the Secured Party that, from and after the date of this Agreement until this Agreement is terminated and the Security Interests created hereby covenants to the Beneficiary thatare released, it will: (a) Keep all books and records relating to the Collateral at the address listed on Schedule I hereto. (b) Furnish Secured Party such information concerning the Pledgor and the Collateral as Secured Party may from time to time reasonably request. (c) Defend in a commercially reasonable manner its title to the Collateral against all Persons and against all claims and demands whatsoever. (d) With respect to all Collateral, do all acts reasonably necessary to maintain, preserve and protect all such Collateral, and prevent any waste or unusual or unreasonable depreciation thereof. (e) Permit Secured Party and designees of Secured Party, from time to time, to inspect the Collateral at reasonable times upon reasonable prior notice to Pledgor. (f) Upon request of Secured Party, stamp on the Pledgor’s records (and require that each of the Servicer and the Trustee stamp on its records) concerning the Collateral (and/or enter into its computer records concerning the Collateral), a notation, in form reasonably satisfactory to Secured Party, of the Security Interest created thereby. (g) Furnish to Secured Party notice in writing as soon as possible and in any event not later than thirty (30) days prior to the occurrence from time to time of any change in its name or the name under or by which it will not conducts its business, organizational identification number, jurisdiction of organization, type of organization or other legal structure, each of such notices also to contain evidence that the Pledgor has taken all action required or reasonably desirable to maintain and preserve the first priority perfected Security Interests in favor of Secured Party in the Collateral, free and clear of any other Security Interest or encumbrance whatsoever. (h) At its sole expense, execute and deliver, or cause to be executed and delivered, to Secured Party, in due form for filing or recording (and pay the cost of filing or recording the same in all public offices deemed necessary or advisable by Secured Party) such assignments (including, without limitation, assignments of life insurance or annuity contracts), security agreements, mortgages, deeds of trust, pledge agreements, consents, waivers, financing statements, stock or bond powers, and other documents, and do such other acts and things, all as may from time to time be necessary or desirable to establish and maintain to the satisfaction of Secured Party a valid first priority perfected Security Interest in all Collateral of the Pledgor now or hereafter existing or acquired (free of all other liens, claims and rights of third parties whatsoever) to secure payment and performance of the Note. (i) At Secured Party’s request after the occurrence and during the continuance of an Event of Default, transfer (or cause the Servicer to transfer) all or any part of the Collateral into the name of Secured Party or its nominee, with or without disclosing that such Collateral is subject to the Security Interest hereunder and notify the Servicer to make distributions to Secured Party of any amount due or to become due in respect of the Rochdale SUBI or the Rochdale SUBI Certificate. (j) Not take or fail to take any action which would reasonably be expected in any manner impair the enforceability of Secured Party’s Security Interest in any Collateral. (k) Take such actions as to ensure that the Rochdale SUBI Certificate shall represent a 100% beneficial interest in all Rochdale SUBI Assets. (l) Not, without the prior written consent of the Secured Party, (a) take any action to (i) cause the Rochdale SUBI to issue or the Trustee to cause to be duly executed any additional certificates representing interests in any Rochdale SUBI Assets or (ii) cause the Trustee to register the Rochdale SUBI Certificate in the name of any Person other than the Pledgor or the Secured Party, (b) sell, assign, transfer transfer, exchange, or otherwise dispose of, nor suffer or permit grant any of the same to occur option with respect to, any Pledged Account the Rochdale SUBI Certificate or any Credit Balance Rochdale SUBI Assets, (c) create, incur or its rights attached permit to such Pledged Account exist any Security Interest or such Credit Balance option, or any claim of any Person, on or with respect to the benefit of a party Rochdale SUBI Certificate, any Rochdale SUBI Assets or any other Collateral, except for the Security Interests created by this Agreement or (d) enter into any agreement or undertaking (other than the Beneficiary Related Documents, the Trust Agreement and the Rochdale SUBI Supplement) restricting the right or ability of the Pledgor or the Secured Party to pledge, sell, assign or transfer the Rochdale SUBI Certificate or the other Collateral. (m) Pay, and shall hold the Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to the Rochdale SUBI Certificate or the other Collateral or in connection with any of the transactions contemplated by this Agreement. (n) Not agree to any amendment of the Trust Agreement or the Rochdale SUBI Supplement without the prior written consent of the Secured Party. (o) Concurrently with the delivery to the Secured Party of the Rochdale SUBI Certificate, cause the Trustee to make a notation of the pledge of the Rochdale SUBI Certificate to the Secured Party on the Certificate Register. (p) Timely and fully perform and comply with all provisions, covenants and other than Permitted Lienspromises required to be observed by it with respect to the Rochdale SUBI Certificate and all other agreements related to the Rochdale SUBI Certificate pursuant to their respective terms, it being understood that and will do nothing to impair the rights of the Secured Party in, to and under the Rochdale SUBI Certificate. (q) The Pledgor will at all times cause the Security Interest granted pursuant to this Agreement to constitute a valid perfected first priority security interest in the Rochdale SUBI Certificate, enforceable as such against all creditors of the Pledgor is entitled and any Persons purporting to freely use purchase any Pledged Account pursuant to Clause 3.1; (b) it will perform all acts and execute all documents and instrument and as Rochdale SUBI Certificate from the Beneficiary may reasonably request Pledgor. The Pledgor agrees that, from time to time upon the written request of the Secured Party, the Pledgor will execute and deliver such further documents and diligently perform such other acts and things in any jurisdiction as the Secured Party may reasonably request in order to evidence, perfect, maintain or enforce the Pledge or otherwise (a) grant more effectively a security interest in furtherance favor of the provisions Secured Party in all or any portion of the Rochdale SUBI Certificate, (b) maintain, preserve, or perfect the security interest and Lien created or purported to be created by this Pledge Agreement; Agreement and the first priority status of such security interest and Lien, (c) it will not createpreserve and defend against any Person the Pledgor’s title to the Rochdale SUBI Certificate and the rights purported to be granted therein by this Agreement, grant or permit to subsist any pledge, charge, lien or other security over any Account or any Credit Balance, except any Permitted Lien; (d) enable the Secured Party to exercise and enforce its rights and remedies hereunder, (e) notify the extent permitted under applicable lawSecured Party as soon as it has knowledge or reasonable belief that the value of the Rochdale SUBI Certificate has been or may be materially impaired, it will not agree to the exercise by any person other than the Beneficiary of any right, (f) at all times act in good faith and hereby waives any right which it may have, now or hereafter, to assert or counter-claim against or in a lawful manner with respect to any Pledged Account or any Credit Balance; (e) it will furnish upon demand to the Beneficiary such information, reports and records in respect of any Account and any Credit Balance as Rochdale SUBI Certificate for the Beneficiary may reasonably request from time to time; (f) it will not locate or permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with the provisions benefit of the Loan Agreement and/or excluded accounts; Secured Party and (g) it will not open an account either with any Account Holder carry out more effectively the purposes of this Agreement, including (i) executing one or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary more financing statements pursuant to the same terms and conditions Code naming the Secured Party as stated in this Pledge Agreementsecured party, (ii) executing any control agreements with respect to Rochdale SUBI Certificate, in each case naming the Secured Party as secured party, (iii) executing such case other filings required under the prior Beneficiary's written consent is not required; (h) after laws of all jurisdictions necessary or reasonably deemed appropriate in the occurrence of a Notification Event, it shall not close any judgment of the Pledged Accounts without prior written notice Secured Party to perfect or evidence the Beneficiary. 8.2 In addition to the undertakings made Secured Party’s first priority security interest in section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental Agreement, the Pledgor covenants Lien on the date of the Pledge Agreement Rochdale SUBI Certificate, and (iv) causing any third party holding Rochdale SUBI Certificate to acknowledge in a signed writing that such third party holds such Rochdale SUBI Certificate solely on behalf of, and for the duration of sole benefit of, the Pledge Agreement Secured Party. In the event the Pledgor’s compliance with this Section 8(q) requires any action by the Pledgor not to conclude any agreement that required, or deemed advisable by the terms would have a material adverse effect Secured Party based on the rights advice of counsel, under Applicable Law, the Beneficiary under this Pledge Agreement.Secured Party shall be responsible for all reasonable costs (including the Pledgor’s legal fees) associated with such action

Covenants of the Pledgor. 8.1 The Pledgor hereby covenants to covenants, for so long as any Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the Beneficiary thattermination of the Credit Agreement and the Loan Documents: (a) it a. Except as contemplated hereby, Pledgor will not assignmake any sale, assignment, pledge, mortgage, hypothecation or transfer or otherwise dispose of, nor suffer or permit any of the same to occur with respect toPledged Collateral or the ownership interests of the Trust and, except for the interest granted hereby, Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any Pledged Account and all claims or any Credit Balance or its rights attached to such Pledged Account or such Credit Balance to the benefit of a party liens other than the Beneficiary and other than Permitted Liens, it being understood that interest granted in favor of the Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1Secured Party; (b) b. As the sole beneficial owner of the Trust, Pledgor will not cause or authorize 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; it will perform hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, any and all acts and execute all documents and instrument and as the Beneficiary may reasonably request from time to time in order to evidence, perfect, maintain additional beneficial interest of any class or enforce the Pledge description or otherwise in furtherance other securities of the provisions of this Pledge AgreementTrust; (c) it will not create, grant or permit to subsist c. At any pledge, charge, lien or other security over any Account or any Credit Balance, except any Permitted Lien; (d) to the extent permitted under applicable law, it will not agree to the exercise by any person other than the Beneficiary of any right, time and hereby waives any right which it may have, now or hereafter, to assert or counter-claim against or with respect to any Pledged Account or any Credit Balance; (e) it will furnish upon demand to the Beneficiary such information, reports and records in respect of any Account and any Credit Balance as the Beneficiary may reasonably request from time to time, at no expense to the Secured Party, Pledgor will promptly execute and deliver all further instruments and documents and take all further action that Secured Party may reasonably request in order to enable Secured Party to perfect, exercise and enforce its rights and remedies hereunder, including consenting to recording of UCC-l financing statement(s); (f) d. Pledgor 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 any property of the Trust, authorize the filing of a petition in bankruptcy or any other insolvency proceeding, 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. Pledgor shall not authorize the Trust to incur any indebtedness or engage in any business other than as provided in the operative Trust Documents; f. When and if Pledgor receives distributions from the Trust that Pledgor is obligated to pay over or deliver to Secured Party pursuant to the Credit Agreement and the Loan Documents, it shall hold such funds in trust for the Secured Party and promptly remit such funds as Secured Party may direct; g. Pledgor shall defend Secured Party's right, title and interest in and to the Pledged Collateral against the claims and demands of all third parties; and h. Pledgor will not locate amend, repeal or permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with modify the provisions of the Loan Agreement and/or excluded accounts; (g) it will not open an account either with any Account Holder or with another bank Trust without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge AgreementSecured Party, in such case the prior Beneficiary's written consent is not required; (h) after the occurrence of a Notification Event, it shall not close any of the Pledged Accounts without prior written notice to the Beneficiary. 8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental Agreement, the Pledgor covenants on the date of the Pledge Agreement and for the duration of the Pledge Agreement which will not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge Agreementbe unreasonably withheld, delayed or conditioned.

Covenants of the Pledgor. 8.1 The Pledgor hereby covenants to and undertakes the Beneficiary thatfollowing with the Pledgee: (a) duly and punctually to observe and perform all the conditions and obligations imposed on it will not assign, transfer or otherwise dispose of, nor suffer or permit any of by the same to occur with respect to, any Pledged Account or any Credit Balance or its rights attached to such Pledged Account or such Credit Balance to the benefit of a party other than the Beneficiary Loan Agreement and other than Permitted Liens, it being understood that the Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1this Agreement; (b) it will perform all acts and execute all documents and instrument and as not, without the Beneficiary may reasonably request from time prior written consent of the Pledgee, to time in order attempt to evidencesell, perfectassign, maintain or enforce the Pledge transfer, create any lien over, or otherwise in furtherance disposed of any of the provisions Securities to or in favor of this Pledge Agreementany person other than the Pledgee; (c) it will not create, grant to do or permit to subsist be done each and every act or thing the Pledgee may from time to time reasonably require to be done for the purpose of enforcing the Pledgee's rights under this Agreement or in respect of any pledge, charge, lien or other security over any Account or any Credit Balance, except any Permitted Lienof the Securities and to allow its name to be used as and when required by the Pledgee for such purpose; (d) to the extent permitted under applicable lawmake all registrations, it will not agree to the exercise by any person other than the Beneficiary of any rightfilings and recordings, and hereby waives any right which it may havetake all other actions as are necessary or reasonably determined by the Pledgee to be advisable to ensure the continued legality, now or hereaftervalidity, to assert or counter-claim against or with respect to any Pledged Account or any Credit Balanceenforceability, priority and admissibility in evidence of this Agreement; (e) it will furnish upon demand to be responsible for the Beneficiary such information, reports and records in respect resolution of any Account disputes with a third party in connection with the Securities, including any disputes involving claims against the Securities, and in connection therewith, the Pledgor agrees not to take any Credit Balance as action which might adversely affect the Beneficiary may reasonably request from time enforcement of the Pledgee's rights or Pledgee's interests in the Securities and to timeaffirmatively protect and defend such rights and interests in consultation with the Pledgee; (f) it will not locate or permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time conduct its business in accordance with the provisions of the Loan Agreement and/or excluded accountsany applicable laws and regulations; (g) it will not open an account either with to pay all taxes, assessments and other governmental charges of any Account Holder kind imposed on or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour respect of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge Agreement, in such case the prior Beneficiary's written consent is not requiredits income or any of its business when due; (h) after to notify the occurrence Pledgee of a Notification Eventany and all notices that the Pledgor has provided to its shareholders in their capacity as shareholders, at the same time as such notice; (i) if and when it shall not close is required to or entitled to vote, give any consent or exercise any other rights with respect to the Securities, to first notify such situation to the Pledgee immediately and act in accordance with the instruction of the Pledged Accounts without prior written notice Pledgee; (j) not to make or cause to make any action, procedure or event that would diminish the Beneficiary. 8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) value of the Supplemental Agreement, Securities; and (k) to notify the Pledgor covenants on the date Pledgee of the Pledge Agreement any event that would result in or lead to a breach of any representation and for the duration warranty provided under Section 3 immediately upon becoming aware of the Pledge Agreement not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge Agreementsuch event.

Covenants of the Pledgor. 8.1 The Pledgor hereby covenants to covenants, for so long as any Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the Beneficiary thattermination of the Credit Agreement and the Loan Documents: (a) it a. Except as contemplated hereby, Pledgor will not assignmake any sale, assignment, pledge, mortgage, hypothecation or transfer or otherwise dispose of, nor suffer or permit any of the same to occur with respect toPledged Collateral or the ownership interests of the Trust and, except for the interest granted hereby, Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any Pledged Account and all claims or any Credit Balance or its rights attached to such Pledged Account or such Credit Balance to the benefit of a party liens other than the Beneficiary and other than Permitted Liens, it being understood that interest granted in favor of the Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1Secured Party; (b) b. As the sole beneficial owner of the Trust, Pledgor will not cause or authorize 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; it will perform hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, any and all acts and execute all documents and instrument and as the Beneficiary may reasonably request from time to time in order to evidence, perfect, maintain additional beneficial interest of any class or enforce the Pledge description or otherwise in furtherance other securities of the provisions of this Pledge AgreementTrust; (c) it will not create, grant or permit to subsist c. At any pledge, charge, lien or other security over any Account or any Credit Balance, except any Permitted Lien; (d) to the extent permitted under applicable law, it will not agree to the exercise by any person other than the Beneficiary of any right, time and hereby waives any right which it may have, now or hereafter, to assert or counter-claim against or with respect to any Pledged Account or any Credit Balance; (e) it will furnish upon demand to the Beneficiary such information, reports and records in respect of any Account and any Credit Balance as the Beneficiary may reasonably request from time to time, at no expense to the Secured Party, Pledgor will promptly execute and deliver all further instruments and documents and take all further action that Secured Party may reasonably request in order to enable Secured Party to perfect, exercise and enforce its rights and remedies hereunder, including consenting to recording of UCC‑1 financing statement(s); (f) d. Pledgor 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 any property of the Trust, authorize the filing of a petition in bankruptcy or any other insolvency proceeding, 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. Pledgor shall not authorize the Trust to incur any indebtedness or engage in any business other than as provided in the operative Trust Documents; f. When and if Pledgor receives distributions from the Trust that Pledgor is obligated to pay over or deliver to Secured Party pursuant to the Credit Agreement and the Loan Documents, it shall hold such funds in trust for the Secured Party and promptly remit such funds as Secured Party may direct; g. Pledgor shall defend Secured Party’s right, title and interest in and to the Pledged Collateral against the claims and demands of all third parties; and h. Pledgor will not locate amend, repeal or permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with modify the provisions of the Loan Agreement and/or excluded accounts; (g) it will not open an account either with any Account Holder or with another bank Trust without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge AgreementSecured Party, in such case the prior Beneficiary's written consent is not required; (h) after the occurrence of a Notification Event, it shall not close any of the Pledged Accounts without prior written notice to the Beneficiary. 8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental Agreement, the Pledgor covenants on the date of the Pledge Agreement and for the duration of the Pledge Agreement which will not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge Agreementbe unreasonably withheld, delayed or conditioned.

Covenants of the Pledgor. 8.1 The Pledgor hereby covenants to the Beneficiary that:shall (a) it if the Pledged Collateral is in the form of a certificated security, within the meaning of the Uniform Commercial Code, as adopted in the Commonwealth of Massachusetts (the "Code"), surrender possession of the Pledged Collateral to Dyax; (b) if the Pledged Collateral is in the form of an uncertificated security, within the meaning of the Code, cause the Company to record this pledge in the records of the Company relating to the Pledged Stock; (c) execute all such instruments, documents, and papers, and will do all such acts as Dyax may reasonably request now and from time to time hereafter with respect to the perfection of the security interest granted herein and the assignment effected hereby, including without limitation making payments of the proceeds of the Loan and such additional amounts as are necessary to cause the current pledgee of the certificates for the Pledged Stock to deliver such certificates to Dyax; (d) deliver to Dyax, if and when received by the Borrower, any item representing or constituting any of the Pledged Collateral or, except as otherwise provided herein, proceeds of Pledged Collateral; (f) not assign, transfer or otherwise dispose of, nor suffer cause or permit any of the same Pledged Collateral presently evidenced by a written certificate to occur with respect to, any Pledged Account or any Credit Balance or its rights attached be converted to such Pledged Account or such Credit Balance to the benefit of a party other than the Beneficiary and other than Permitted Liens, it being understood that the Pledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1; (b) it will perform all acts and execute all documents and instrument and as the Beneficiary may reasonably request from time to time in order to evidence, perfect, maintain or enforce the Pledge or otherwise in furtherance of the provisions of this Pledge Agreement; (c) it will not create, grant or permit to subsist any pledge, charge, lien or other security over any Account or any Credit Balanceuncertificated securities, except any Permitted Lien; (d) to the extent permitted under applicable law, it will not agree to the exercise by any person other than the Beneficiary on request of any right, and hereby waives any right which it may have, now or hereafter, to assert or counter-claim against or with respect to any Pledged Account or any Credit Balance; (e) it will furnish upon demand to the Beneficiary such information, reports and records in respect of any Account and any Credit Balance as the Beneficiary may reasonably request from time to time; (f) it will not locate or permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with factors from time to time in accordance with the provisions of the Loan Agreement and/or excluded accountsDyax; (g) it will not open an account either exercise any right with any Account Holder or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary pursuant respect to the same terms and conditions as stated in this Pledge Agreement, in such case Pledged Collateral which would dilute or otherwise adversely affect Dyax's rights to the prior Beneficiary's written consent is not requiredPledged Collateral; (h) after make a payment on the occurrence of Loan or grant to Dyax a Notification Eventsecurity interest in and to, it shall not close any and assign, pledge and deliver to Dyax certificates representing additional marketable securities issued to the Borrower, if necessary, in order to ensure that at all times the value of the Pledged Accounts without prior written notice to the Beneficiary. 8.2 In addition to the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) Collateral is not less than 150% of the Supplemental Agreement, outstanding principal balance of the Pledgor covenants Loan; (i) deliver to Dyax annually on September 30 a certificate stating that (i) the Borrower as of the date thereof has a net worth, defined as the fair market value of total assets, exclusive of assets subject to contingent liabilities, less total liabilities, of at least $10,000,000 and (ii) the value of the Pledge Agreement and for the duration Pledged Collateral as of the Pledge Agreement date thereof is not to conclude any agreement that the terms would have a material adverse effect on the rights less than 150% of the Beneficiary under this Pledge Agreementoutstanding principal balance of the Loan.

Covenants of the Pledgor. 8.1 The So long as any of the Obligations shall remain outstanding, the Pledgor hereby covenants to will, unless the Beneficiary thatBank shall otherwise consent in writing: (a) it will not assign, transfer or otherwise dispose of, nor suffer or permit give the Bank at least 30 days’ prior written notice of any change in (i) the name of the same to occur with respect to, any Pledged Account Pledgor or any Credit Balance trustee, (ii) the form of the Pledgor, (iii) the location of any place of business or its rights attached to such Pledged Account or such Credit Balance to any principal residence of any trustee, (iv) the benefit of a party other than the Beneficiary and other than Permitted Liens, it being understood that office where the Pledgor is entitled keeps all records concerning the Collateral, (v) the jurisdiction of organization of the Pledgor or (vi) any other location referred to freely use any Pledged Account pursuant to Clause 3.1in Section 4(e) hereof; (b) it will perform all acts keep adequate records concerning the Collateral and execute all documents permit the Bank or any agents or representatives thereof at any reasonable time and instrument on reasonable notice to examine and as the Beneficiary may reasonably request make copies of and abstracts from time to time in order to evidence, perfect, maintain or enforce the Pledge or otherwise in furtherance of the provisions of this Pledge Agreementsuch records; (c) it will not create, grant or permit to subsist any pledge, charge, lien or other security over any Account or any Credit Balance, except any Permitted Lienduly perform and observe all of the Pledgor’s obligations under each Company Agreement; (d) at the expense of the Pledgor, promptly deliver to the Bank financing statements on Form UCC-1 concerning the Collateral and execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Bank may reasonably request, in order to (i) perfect and protect any security interest created or purported to be created hereby; (ii) enable the Bank to exercise and enforce its rights and remedies hereunder with respect to the Collateral; or (iii) otherwise effect the purposes of this Agreement, including, without limitation, (A) if any Collateral shall be evidenced by a promissory note or other instrument or chattel paper, delivering and pledging to the Bank hereunder such note, instrument or chattel paper duly indorsed and accompanied by executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Bank; (B) executing and filing such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Bank may reasonably request, in order to perfect and preserve the security interests created or purported to be created hereby; and (C) furnishing to the Bank from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Bank may reasonably request, all in reasonable detail. Without limiting the foregoing, the Pledgor will deliver to the Bank within 30 days following the end of each calendar month, to the extent permitted under applicable lawthat any manager, it will not agree to managing member or general partner, as the exercise by any person other than the Beneficiary case may be, of any rightIssuer changes, a revised Schedule I to change the contact information for the manager, managing member or general partner, as the case may be, of any such Issuer; (e) upon the occurrence and hereby waives during the continuance of any right which it may havebreach or default by the Pledgor under any Company Agreement, now the Pledgor will, promptly after obtaining knowledge thereof, give the Bank written notice of the nature and duration thereof, specifying what action, if any, the Pledgor proposes to take with respect thereto; (f) not sell, assign, exchange or hereafterotherwise dispose of any Pledged Shares or its membership or partnership interest in the Issuers; (g) not create or suffer to exist any liens, to assert charges, encumbrances or counter-claim against security interests of any kind or nature upon or with respect to any Pledged Account or any Credit Balance; (e) it will furnish upon demand to of the Beneficiary such information, reports and records in respect of any Account and any Credit Balance as the Beneficiary may reasonably request from time to time; (f) it will not locate or permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, Collateral except for factoring accounts which may be opened with factors from time to time in accordance with the provisions security interests created hereunder and non-consensual liens arising by operation of the Loan Agreement and/or excluded accounts; (g) it will not open an account either with any Account Holder or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the Beneficiary pursuant to the same terms and conditions as stated in this Pledge Agreement, in such case the prior Beneficiary's written consent is not requiredlaw; (h) after the occurrence not agree, in its capacity as a member, shareholder or limited partner, to any amendment, modification, waiver or termination of a Notification Event, it shall not close any provision of any of the Pledged Accounts without prior written notice Company Agreements that could reasonably be expected to be materially adverse to the Beneficiary.Bank; and 8.2 In addition (i) not take or fail to take any action which would in any manner impair the undertakings made in section 1 (Representations, Warranties and Covenants of Guarantor) value of the Supplemental Agreement, the Pledgor covenants on the date of the Pledge Agreement and for the duration of the Pledge Agreement not to conclude any agreement that the terms would have a material adverse effect on the rights of the Beneficiary under this Pledge AgreementCollateral.