Common use of Investment Property Clause in Contracts

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (a) Unless an Event of Default has occurred and is continuing and the Administrative Agent has given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to Section 6.3(b), each Grantor may receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Credit Agreement, and may exercise all voting and corporate or other organizational rights with respect to Investment Property; provided, that no vote shall be cast or corporate or other organizational right exercised or other action taken (other than in connection with a transaction permitted by the Credit Agreement) which would impair the Collateral or be inconsistent with or result in any violation of any provision of any Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquirehave, obtainsubject to Section 6.9 hereunder, receive or become entitled the right to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received and make application thereof to the Obligations in the order set forth in Section 6.5, and (ii) any or all of the Investment Property shall, subject to Section 6.9 hereunder, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may, subject to Section 6.9 hereunder, thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor shall be held by or the Grantors in trust for the benefit Administrative Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyInvestment Property, and such Grantor shall in connection therewith, the right to deposit and deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy any and all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may reasonably determine), all without liability except to effect account for property actually received by it, but the Administrative Agent shall have no duty to any sale Grantor to exercise any such right, privilege or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in so doing; provided, that the Administrative Agent shall not exercise any voting or traded on securities exchanges or other consensual rights pertaining to any such Investment in securities markets, a manner that constitutes an exercise of the remedies described in Section 6.6 other than in accordance with Section 6.6. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) do not is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and will not constitute investment company securitieseach Grantor agrees that each Issuer shall be fully protected in so complying, and (Cii) are not and will not be held after receipt by such Grantor in a securities account. In additionan Issuer or obligor of any instructions pursuant to Section 6.3(c)(i) hereof, none of pay any dividends or other payments with respect to the Pledged Operating Agreements, Investment Property directly to the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionAdministrative Agent.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Agent shall have given notice to the relevant Credit Party of the Agent’s intent to exercise its corresponding rights pursuant to Section 4.9(b), each Credit Party shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent not otherwise prohibited by the Credit Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which could materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such rights to the relevant Credit Party or Credit Parties, (i) If any Grantor the Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends and distributions, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by and make application thereof to the Grantors Obligations in trust for such order as the benefit of Agent segregated from such Grantor’s other propertymay determine, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iiiii) Each Grantor shall promptly deliver to Agent a copy any or all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property shall be registered in the name of the Agent or to effect any sale its nominee, and the Agent or transfer thereof; its nominee may thereafter exercise (vix) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant voting and other rights pertaining to such agreement Investment Property at any meeting of holders of the equity interests of the relevant Issuer or Issuers or otherwise and (Ay) are not any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Credit Party or the Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine), all without liability except to account for property actually received by it, but the Agent shall have no duty to any Credit Party to exercise any such right, privilege or option and shall not be dealt responsible for any failure to do so or delay in so doing. (c) Each Credit Party hereby authorizes and instructs each Issuer of any Investment Property pledged by such Credit Party hereunder to (i) comply with any instruction received by it from the Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitiesfurther instructions from such Credit Party, and each Credit Party agrees that each Issuer shall be fully protected in so complying and (Cii) are not and will not be held by such Grantor in a securities account. In additionunless otherwise expressly permitted hereby, none of pay any dividends, distributions or other payments with respect to the Pledged Operating Agreements, Investment Property directly to the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionAgent.

Investment Property. (a) Unless an Event of Default has occurred and is continuing and the Collateral Agent has given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its rights pursuant to Section 6.3(b), each Grantor may receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes to the extent permitted in the Credit Agreement, and may exercise all voting and corporate or other organizational rights with respect to Investment Property. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Collateral Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received and shall make application thereof to the Secured Obligations in the order set forth in Section 6.5 and (ii) any or all of the Investment Property shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange, at its discretion, any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor shall be held by or the Grantors in trust for the benefit Collateral Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyInvestment Property, and such Grantor shall in connection therewith, the right to deposit and deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy any and all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to effect account for property actually received by it, but the Collateral Agent shall have no duty to any sale Grantor to exercise any such right, privilege or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to, and any such Issuer party hereto agrees to, (i) after receipt by an Issuer or traded on securities exchanges obligor of any instructions pursuant to Section 6.3(c)(i) hereof, comply with any instruction received by it from the Collateral Agent in writing, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in securities marketsso complying and (ii) after receipt by an Issuer or obligor of any instructions pursuant to Section 6.3(c)(i) hereof, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent. The Collateral Agent agrees that it shall not send any such instruction unless (A) an Event of Default has occurred and is continuing and (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor instruction is otherwise in a securities account. In addition, none accordance with the terms of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership this Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Collateral and all payments made in respect of the Pledged Notes to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property of such Grantor; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable discretion, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right (A) to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that (including the Pledged Collateral) of any or all of the Grantors and make application thereof to the Secured Obligations in the order set forth in Section 6.5, and (B) to exchange uncertificated Pledged Collateral for certificated Pledged Collateral and to exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are received permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer of such Pledged Collateral), and (ii) any and all of such Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any such Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral or Pledged Notes pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be held by fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Grantors in trust Pledged Collateral or, as applicable, the Pledged Notes directly to the Administrative Agent. (d) If an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionAdministrative Agent.

Investment Property. (ia) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Property conducted without prior registration or qualification of such Investment Property under the Securities Act or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale will be deemed to have been made in a commercially reasonable manner and that the Collateral Agent will have no obligation to engage in public sales and no obligation to delay the sale of any Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any of the Investment Property, upon written request, each Grantor shall acquire, obtain, receive or become entitled will and will use commercially reasonable efforts to receive cause each issuer of any Pledged Interests after Capital Stock or Pledged Debt to be sold hereunder from time to time to furnish to the Closing DateCollateral Agent all such information as the Collateral Agent may request to determine the number and nature of interest, it shall promptly (shares or other instruments included in the Investment Property that may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the SEC thereunder, as the same are from time to time in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;effect. (iib) Upon the occurrence and during the continuance continuation of an Event of DefaultDefault and subject to the Intercreditor, following (i) all rights of each Grantor to exercise or refrain from exercising the request of voting and other consensual rights that it would otherwise be entitled to exercise pursuant hereto will cease and all such rights will thereupon become vested in the Collateral Agent, who will thereupon have the sole right to exercise such voting and other consensual rights; (ii) all sums rights of money each Grantor to receive dividends and property paid or distributed in respect of the Investment Property other distributions that are received by any Grantor shall it would otherwise be held by the Grantors in trust for the benefit of Agent segregated from entitled to receive pursuant hereto will cease and all such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent rights will thereupon become vested in the exact form received; Collateral Agent, who will thereupon have the sole right to receive such dividends and other distributions; and (iii) Each Grantor shall promptly deliver to permit the Collateral Agent a copy of each material notice or to exercise the voting and other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent consensual rights that the Grantors would otherwise be entitled to any amendment or exercise pursuant hereto and to receive all dividends and other modification or waiver with respect distributions that the Grantors would otherwise be entitled to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreementreceive, each Grantor hereby covenants will promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request, and each Grantor acknowledges that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt Collateral Agent may utilize the power of attorney set forth in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSection 6.3.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which could impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends and distributions, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Investment Property at any meeting of holders of the equity interests of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor shall be held by or the Grantors in trust for the benefit Administrative Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyInvestment Property, and such Grantor shall in connection therewith, the right to deposit and deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy any and all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to effect account for property actually received by it, but the Administrative Agent shall have no duty to any sale Grantor to exercise any such right, privilege or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in or traded on securities exchanges or in securities markets, so doing. (Bc) do not Each Grantor hereby authorizes and will not constitute investment company securities, and (C) are not and will not be held instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in a securities account. In additionwriting that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or without any other agreements governing or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any of dividends, distributions or other payments with respect to the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of Investment Property directly to the Uniform Commercial Code as in effect in any relevant jurisdictionAdministrative Agent.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five ten (510) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. With respect to its Investment Property whether now existing or hereafter created or acquired and wheresoever located, each Grantor represents, warrants and covenants to the Revolving Administrative Agent for the benefit of the Secured Parties that: (i) If Schedule 9(e) attached hereto contains a true and complete description of (x) the name and address of each securities intermediary with which such Grantor maintains a securities account in which Investment Property is or may at any time be credited or maintained, and (y) all other Investment Property of such Grantor shall acquireother than interests in Subsidiaries in which such Grantor has granted a Lien to the Revolving Administrative Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement; provided that, obtain, receive or become entitled the Equity Interests in Unrestricted Subsidiaries are not required to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;be disclosed on Schedule 9(e). (ii) Except with the express prior written consent of the Revolving Administrative Agent in each instance, all Investment Property other than interests in Subsidiaries in which such Grantor has granted a Lien to the Revolving Administrative Agent for the benefit of the Revolving Secured Parties pursuant to the Pledge Agreement shall be maintained at all times in the form of (a) certificated securities, which certificates shall have been delivered to the Revolving Administrative Agent together with duly executed undated stock powers endorsed in blank pertaining thereto (provided that, with respect to Unrestricted Subsidiaries, such certificates and stock powers shall not be required to be so delivered unless requested by the Revolving Administrative Agent from time to time in its sole discretion) or (b) security entitlements credited to one or more securities accounts as to each of which the Revolving Administrative Agent has received (1) copies of the account agreement between the applicable securities intermediary and the Grantor and the most recent statement of account pertaining to such securities account (each certified to be true and correct by an officer of the Grantor) and (2) upon the request of the Revolving Administrative Agent, a Qualifying Control Agreement from the applicable securities intermediary which remains in full force and effect and as to which the Revolving Administrative Agent has not received any notice of termination. Without limiting the generality of the foregoing, no Grantor shall cause, suffer or permit any Investment Property to be credited to or maintained in any securities account not listed on Schedule 9(e) attached hereto except in each case upon giving not less than thirty (30) days’ prior written notice to the Revolving Administrative Agent and taking or causing to be taken at such Grantor’s expense all such Perfection Action, including the delivery of such Perfection Documents, as may be reasonably requested by the Revolving Administrative Agent to perfect or protect, or maintain the perfection and priority of, the Lien of the Revolving Administrative Agent for the benefit of the Secured Parties in Collateral contemplated hereunder. (iii) All dividends and other distributions with respect to any of the Investment Property shall be subject to the security interest conferred hereunder, provided, however, that cash dividends paid to a Grantor as record owner of the Investment Property may be disbursed to and retained by such Grantor so long as no Default or Event of Default shall have occurred and be continuing, free from any Lien hereunder. (iv) So long as no Default or Event of Default shall have occurred and be continuing, the registration of Investment Property in the name of a Grantor as record and beneficial owner shall not be changed and such Grantor shall be entitled to exercise all voting and other rights and powers pertaining to Investment Property for all purposes not inconsistent with the terms hereof or of any Qualifying Control Agreement relating thereto. (v) Upon the occurrence and during the continuance of an any Default or Event of Default, following at the request option of the Revolving Administrative Agent, all sums of money and property paid or distributed in respect rights of the Investment Property that are received by any Grantor Grantors to exercise the voting or consensual rights and powers which it is authorized to exercise pursuant to clause (iv) immediately above shall cease and the Revolving Administrative Agent may thereupon (but shall not be held by obligated to), at its request, cause such Collateral to be registered in the Grantors in trust name of the Revolving Administrative Agent or its nominee or agent for the benefit of Agent segregated from the Secured Parties and/or exercise such Grantor’s other propertyvoting or consensual rights and powers as appertain to ownership of such Collateral, and such to that end each Grantor shall deliver it forthwith hereby appoints the Revolving Administrative Agent as its proxy, with full power of substitution, to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent vote and exercise all other rights as a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver shareholder with respect to such Investment Property upon the occurrence and during the continuance of any Pledged InterestsDefault or Event of Default, Pledged Operating Agreementwhich proxy is coupled with an interest and is irrevocable until the Facilities Termination Date, or Pledged Partnership Agreementand each Grantor hereby agrees to provide such further proxies as the Revolving Administrative Agent may request; provided, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if however, that the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Revolving Administrative Agent in obtaining all necessary approvals its discretion may from time to time refrain from exercising, and making all necessary filings under federalshall not be obligated to exercise, state, local, any such voting or foreign law to effect the perfection of the Security Interest on the Investment Property consensual rights or to effect any sale or transfer thereof;such proxy. (vi) As Upon the occurrence and during the continuance of any Default or Event of Default, all rights of the Grantors to all limited liability company receive and retain cash dividends and other distributions upon or partnership interestsin respect to Investment Property pursuant to clause (iii) above shall cease and shall thereupon be vested in the Revolving Administrative Agent for the benefit of the Secured Parties, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, and each Grantor hereby covenants that shall, or shall cause, all such cash dividends and other distributions with respect to the Pledged Interests issued pursuant Investment Property to such agreement be promptly delivered to the Revolving Administrative Agent (Atogether, if the Revolving Administrative Agent shall request, with any documents related thereto) are not and shall not to be dealt in held, released or traded on securities exchanges or in securities marketsdisposed of by it hereunder or, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none at the option of the Pledged Operating AgreementsRevolving Administrative Agent, to be applied to the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSecured Obligations.

Investment Property. (a) Unless an Event of Default has occurred and is continuing and the Administrative Agent has given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to Section 6.3(b), each Grantor may receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Credit Agreement, and may exercise all voting and corporate or other organizational rights with respect to Investment Property; provided, that no vote shall be cast or corporate or other organizational right exercised or other action taken (other than in connection with a transaction permitted by the Credit Agreement) which would impair the Collateral or be inconsistent with or result in any violation of any provision of any Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received and make application thereof to the Obligations in the order set forth in Section 6.5, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor shall be held by or the Grantors in trust for the benefit Administrative Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyInvestment Property, and such Grantor shall in connection therewith, the right to deposit and deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy any and all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may reasonably determine), all without liability except to effect account for property actually received by it, but the Administrative Agent shall have no duty to any sale Grantor to exercise any such right, privilege or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in so doing; provided, that the Administrative Agent shall not exercise any voting or traded on securities exchanges or other consensual rights pertaining to any such Investment in securities markets, a manner that constitutes an exercise of the remedies described in Section 6.6 other than in accordance with Section 6.6. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) do not is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and will not constitute investment company securitieseach Grantor agrees that each Issuer shall be fully protected in so complying, and (Cii) are not and will not be held after receipt by such Grantor in a securities account. In additionan Issuer or obligor of any instructions pursuant to Section 6.3(c)(i) hereof, none of pay any dividends or other payments with respect to the Pledged Operating Agreements, Investment Property directly to the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionAdministrative Agent.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which would or would reasonably be likely to impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends and distributions, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received and make application thereof to the Secured Obligations in accordance with Section 6.5 hereof, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Investment Property at any meeting of holders of the equity interests of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor shall be held by or the Grantors in trust for the benefit Administrative Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyInvestment Property, and such Grantor shall in connection therewith, the right to deposit and deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy any and all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except for the Administrative Agent’s gross negligence or willful misconduct and except to effect account for property actually received by it, but the Administrative Agent shall have no duty to any sale Grantor to exercise any such right, privilege or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in or traded on securities exchanges or in securities markets, so doing. (Bc) do not Each Grantor hereby authorizes and will not constitute investment company securities, and (C) are not and will not be held instructs each Issuer under the control of such Grantor of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in a securities account. In additionwriting that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or without any other agreements governing any of the Pledged Interests issued under any Pledged Operating or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted by this Agreement or Pledged Partnership Agreementother Loan Documents, provide pay any dividends, distributions or shall provide that such Pledged Interests are securities governed by Article 8 of other payments with respect to the Uniform Commercial Code as in effect in any relevant jurisdictionInvestment Property directly to the Administrative Agent.

Investment Property. (ia) If any The shares of Pledged Stock pledged by such Grantor shall acquire, obtain, receive or become entitled to receive any Pledged hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining each Issuer owned by such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;Grantor. (iib) Upon All the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect shares of the Investment Property that Pledged Stock have been duly and validly issued and are received by fully paid and nonassessable. None of the Pledged Stock is subject to any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other propertyvoting trust, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice shareholder agreement or voting agreement or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make agreement, right instrument or consent to any amendment or other modification or waiver understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting agreement, other than limited liability company agreements, partnership agreements or other governing documents of the relevant Issuer. None of the Pledged InterestsStock is subject to an existing option, Pledged Operating Agreementwarrant, call, right, commitment or Pledged Partnership Agreementother agreement, and there is no membership interest or enter into other Equity Interests outstanding required to be pledged hereunder in any agreement Subsidiary, that upon conversion or permit exchange would require, the issuance by the applicable Grantor of any additional membership interests or other Equity Interests of such Subsidiary or other securities convertible into, exchangeable for or evidencing the right to exist any restriction with respect to any Pledged subscribe for or purchase, a membership interest or other Equity Interests if the same is prohibited pursuant to the Loan Documents;of such Subsidiary. (vc) Each Grantor agrees Unless otherwise consented to by the Collateral Agent, Equity Interests required to be pledged hereunder in any Subsidiary that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all is organized as a limited liability company or limited partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement and pledged hereunder shall either (Ai) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitiesrepresented by a certificate, and (C) are not and will not be held by in the Organizational Documents of such Subsidiary, the applicable Grantor in shall cause the Issuer of such interests to elect to treat such interests as a securities account. In addition, none “security” within the meaning of Article 8 of the Pledged Operating AgreementsUniform Commercial Code of its jurisdiction of organization or formation, as applicable, by including in its Organizational Documents language substantially similar to the Pledged Partnership Agreementsfollowing and, or any other agreements governing any accordingly, such interests shall be governed by Article 8 of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or Uniform Commercial Code: “The [partnership/limited liability company] hereby irrevocably elects that all [partnership/membership] interests in the [partnership/limited liability company] shall provide that such Pledged Interests are be securities governed by Article 8 of the Uniform Commercial Code of [jurisdiction of organization or formation, as applicable]. Each certificate evidencing [partnership/membership] interests in effect the [partnership/limited liability company] shall bear the following legend: “This certificate evidences an interest in [name of [partnership/limited liability company]] and shall be a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any relevant jurisdictionnew certificates thereafter issued shall not bear the foregoing legend.” or (ii) not have elected to be treated as a “security” within the meaning of Article 8 of the Uniform Commercial Code and shall not be represented by a certificate. (d) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free and clear of any and all Liens, encumbrances or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and as permitted by the Credit Agreement.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and (unless any of the events described in clauses (i) If any through (v) of Section 9.1(f) of the Credit Agreement shall have occurred with respect to such Grantor, in which case no notice shall be required) the Secured Party shall have given written notice to the relevant Grantor of the Secured Party’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall acquirebe permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, obtainin each case paid in the normal course of business of the relevant Issuer and consistent with past practice, receive to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or become entitled other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken that, in the Secured Party’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Secured Party elects to exercise one of the following remedies and shall have give written notice of its intent to exercise such rights to the relevant Grantor or Grantors (unless any of the events described in clauses (i) through (v) of Section 9.1(f) of the Credit Agreement shall have occurred with respect to such Grantor, in which case no notice shall be required): (i) the Secured Party shall have the right to receive any Pledged Interests after and all cash dividends, distributions, payments or other Proceeds paid in respect of the Closing DateInvestment Property and make application thereof to the Secured Obligations in such order as the Secured Party may determine, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the Secured Party shall have the right to cause any or all of the Investment Property to be registered or re-issued in the name of the Secured Party or its nominee, and the Secured Party or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Secured Party of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Secured Party may determine), all without liability except to account for property actually received by it, but the Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Secured Party in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Secured Party. (d) After the occurrence and during the continuance continuation of an Event of Default, following if the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect Issuer of any Pledged Interests; (iv) No Grantor shall make Equity Interests or consent to any amendment Pledged Notes is the subject of bankruptcy, insolvency, receivership, custodianship or other modification or waiver proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to any the Pledged Interests, Pledged Operating Agreement, Equity Interests or Pledged Partnership AgreementNotes issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Secured Party shall have no duty to exercise any such voting or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not other consensual rights and shall not be dealt responsible for any failure to do so or delay in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionso doing.

Investment Property. (i) If Parent or any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such CollateralPledged Interests) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by Parent or any Grantor shall be held by the Grantors Parent or such Grantor in trust for the benefit of Agent segregated from Parent or such Grantor’s other property, and Parent or such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Parent and each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Neither Parent nor any Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Parent and each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest Interests on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, Parent each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by Parent or such Grantor in a securities account. In addition, other than the operating agreements of NX Xxxxxxxxxx XX Holdings, LLC, a Delaware limited liability company, and NGII, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent Secured Party a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of AgentSecured Party, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent Secured Party segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to Agent Secured Party in the exact form received; (iii) Each Grantor shall promptly deliver to Agent Secured Party a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent Secured Party in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (i) If Subject to the terms set forth in the last paragraph of Section 3 hereof, if any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five ten (510) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Collateral and all payments made in respect of the Pledged Notes to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property of such Grantor; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable discretion, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right (A) to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that (including the Pledged Collateral) of any or all of the Grantors and make application thereof to the Secured Obligations in the order set forth in Section 6.5, and (B) to exchange uncertificated Pledged Collateral for certificated Pledged Collateral and to exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are received permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer of such Pledged Collateral), and (ii) any and all of such Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any such Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral or Pledged Notes pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be held by fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Grantors in trust Pledged Collateral or, as applicable, the Pledged Notes directly to the Administrative Agent. (d) If an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to apply the balance from any Deposit Account or Securities Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionAdministrative Agent.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Collateral and all payments made in respect of the Pledged Notes to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property of such Grantor; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable discretion, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right (A) to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that (including the Pledged Collateral) of any or all of the Grantors and make application thereof to the Secured Obligations in the order set forth in Section 6.5, and (B) to exchange uncertificated Pledged Collateral for certificated Pledged Collateral and to exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are received permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer of such Pledged Collateral), and (ii) any and all of such Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any such Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral or Pledged Notes pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing, and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be held by fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Grantors in trust Pledged Collateral or, as applicable, the Pledged Notes directly to the Administrative Agent. (i) If an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to apply the balance from any Deposit Account of any Grantor or instruct the bank at which any such Deposit Account is maintained to pay the balance of any such Deposit Account to or for the benefit of the Administrative Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent be applied to the Obligations in accordance with the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy terms of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (Cii) are not if a Liquidity Event shall have occurred and will not be held by such Grantor in a securities account. In additioncontinuing, none of Administrative Agent shall have the Pledged Operating Agreements, right to apply the Pledged Partnership Agreements, or any other agreements governing balance from any of the Pledged Interests issued under UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account (or, in the event that any Pledged Operating Agreement such Deposit Account is not then maintained with SVB, instruct the bank at which any such Deposit Account is maintained) to pay the balance of any such Deposit Account to or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 for the benefit of the Uniform Commercial Code as Administrative Agent to be applied to the Obligations of the Revolving Borrowers in effect in any relevant jurisdictionaccordance with the terms of the Loan Documents.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would reasonably be expected to have a Material Adverse Effect or that would be inconsistent with this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after and all cash dividends, payments or other Proceeds paid in respect of the Closing DateInvestment Property and make application thereof to the Obligations in such order as the Administrative Agent may determine, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon any or all of the occurrence Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Stock or Pledged Notes pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the request of the Administrative Agent made during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by pay any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice dividends or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver payments with respect to any the Pledged Interests, Stock and Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant Notes directly to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionAdministrative Agent.

Investment Property. (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer owned directly by such Grantor. (b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement. (e) Notwithstanding anything to the contrary herein, in the Credit Agreement or in any Loan Document, the Grantors shall use commercially reasonable efforts to deliver (i) If any Grantor shall acquirewithin 90 days (or such longer time as the Administrative Agent may agree in its reasonable discretion) after the Restatement Date, obtaina pledge agreement (or amendment to the existing pledge agreement) governed by the laws of Brazil covering such additional shares of Foreign Subsidiary Voting Stock of Tenneco Brazil Ltda. to the extent required by the Loan Documents, receive together with such other documents or become entitled filings as may be required under the laws of Brazil in connection with such pledge; (ii) within 180 days (or such longer time as the Administrative Agent may agree in its reasonable discretion) after the Restatement Date, a pledge agreement (or amendment to receive any Pledged Interests after the existing pledge agreement) governed by the laws of the People’s Republic of China covering up to 65% of the Foreign Subsidiary Voting Stock of Tenneco (China) Co., Ltd. held by Tenneco Automotive Operating Company Inc. to address the increase in issued capital of Tenneco (China) Co., Ltd. subsequent to the effectiveness of the existing pledge that is in effect on the Closing Date, together with such other documents or filings as may be required under the laws of the People’s Republic of China in connection with such pledge, it being understood and agreed that the failure of the Grantors to deliver such pledge agreement or other documents as a result of the inability of the Grantors to secure any necessary governmental approvals from the People’s Republic of China after commercially reasonable efforts were made to secure such consent shall promptly (and in any event within five (5) Business Days of acquiring not constitute a Default or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following Default under the request of Agent, all sums of money Credit Agreement; and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver within 90 days (or such longer time as the Administrative Agent may agree in its reasonable discretion) after the Restatement Date, a pledge agreement (or amendment to Agent a copy the existing pledge agreement) governed by the laws of each material notice or other material communication received Spain and/or such registrations that may be required under the laws of Spain covering such additional shares of Foreign Subsidiary Voting Stock of Tenneco Automotive Iberica, S.A to the extent required by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate , together with Agent such other documents or filings as may be required under the laws of Spain in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to connection with such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionpledge.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Collateral and all payments made in respect of the Pledged Notes to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property of such Grantor; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable discretion, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right (A) to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that (including the Pledged Collateral) of any or all of the Grantors and make application thereof to the Secured Obligations in the order set forth in Section 6.5, and (B) to exchange uncertificated Pledged Collateral for certificated Pledged Collateral and to exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are received permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer of such Pledged Collateral), and (ii) any and all of such Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any such Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral or Pledged Notes pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be held by fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Grantors in trust Pledged Collateral or, as applicable, the Pledged Notes directly to the Administrative Agent. (d) If an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to apply the balance from any Deposit Account or Securities Account or instruct the bank or securities intermediary at which any Deposit Account or Securities Account is maintained to pay the balance of any Deposit Account or Securities Account to or for the benefit of the Administrative Agent; provided that Administrative Agent segregated from shall not have such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver right with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionExcluded Accounts.

Investment Property. (i) Each Grantor hereby represents and warrants that it (1) has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in Schedule 17 of the Perfection Certificate and (2) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Stock (as defined in the Pledge Agreements) under the Pledge Agreements and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 17 of the Perfection Certificate. (ii) If any Grantor shall acquireat any time hold or acquire any certificated securities constituting Investment Property, obtainsuch Grantor shall promptly, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly but in no event later than three (and in any event within five (53) Business Days Days, endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of acquiring transfer or obtaining such Collateral) deliver to Agent a assignment duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agentin blank, all sums of money in form and property paid substance reasonably satisfactory to the Collateral Agent. If any securities now or distributed in respect of the Investment Property that are received hereafter acquired by any Grantor shall be held constituting Investment Property are uncertificated and are issued to such Grantor or its nominee directly by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other propertyissuer thereof, and such Grantor shall deliver it forthwith promptly, but in no event later than three (3) Business Days, notify the Collateral Agent thereof and pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (a) cause the issuer to agree to comply with instructions from the Collateral Agent in as to such securities, without further consent of any Grantor or such nominee, or (b) arrange for the exact form received;Collateral Agent to become the registered owner of the securities. (iii) As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to or the destruction of the Investment Property, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 3.05(c) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Grantors or any other Person under any Control Agreement or under applicable law. Each Grantor shall promptly deliver to Agent a copy pay all Charges and fees of each material notice whatever kind or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver nature with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or pledged by it under this Agreement. In the event any Grantor shall fail to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interestsmake such payment contemplated in the immediately preceding sentence, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) Collateral Agent may do not and will not constitute investment company securities, and (C) are not and will not be held by so for the account of such Grantor in a securities account. In addition, none of and the Pledged Operating Agreements, Grantors shall promptly reimburse and indemnify the Pledged Partnership Agreements, or any other agreements governing any of Collateral Agent from all costs and expenses incurred by the Pledged Interests issued Collateral Agent under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionthis Section 3.05(c).

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Collateral and all payments made in respect of the Pledged Notes to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property of such Grantor; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable discretion, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right (A) to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that (including the Pledged Collateral) of any or all of the Grantors and make application thereof to the Secured Obligations in the order set forth in Section 6.5, and (B) to exchange uncertificated Pledged Collateral for certificated Pledged Collateral and to exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are received permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer of such Pledged Collateral), and (ii) any and all of such Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any such Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral or Pledged Notes pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without Guarantee & Collateral Agreement 26 any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be held by fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Grantors in trust Pledged Collateral or, as applicable, the Pledged Notes directly to the Administrative Agent. (d) If an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionAdministrative Agent.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged InterestsInterests (notwithstanding the foregoing or any other provision of this Section 7(h) the limitations regarding the pledging of equity interests of CFCs as described in the Credit Agreement shall be in full force and effect); (ii) Upon Except with respect to ULC Shares, upon the occurrence and during the continuance of an Event of Default, following the request of either Co-Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, provincial, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none As of the Pledged Operating AgreementsClosing Date, the Pledged Partnership Agreements, or any other agreements each limited liability company agreement governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall expressly provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as UCC; provided however, in effect connection with any Grantor organized under the laws of Canada or a province or territory thereof, such Grantor covenants that all interest in any relevant jurisdictionpartnerships and limited liability companies shall be a “security” for the purposes of the STA (if applicable).

Investment Property. (ia) If any Grantor shall acquireSchedule 2 hereto sets forth under the headings “Pledged Stock”, obtain“Pledged LLC Interests” and “Pledged Partnership Interests”, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agentrespectively, all sums of money and property paid or distributed in respect of the Investment Property that are received Pledged Stock, Pledged LLC Interests and Pledged Partnership Interests owned by any Grantor shall be held and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests or percentage of partnership interests of the respective issuers thereof indicated on such Schedule. Schedule 2 hereto sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor, and all of such Pledged Debt Securities and Pledged Notes, have been, in the Grantors in trust for the benefit case of Agent segregated from those issued by Affiliates of such Grantor’s other property, or, in the case of those issued by Persons that are not Affiliates of such Grantor, to the knowledge of such Grantor have been, duly authorized, authenticated, issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms and are not in default and, in the case of those issued by Affiliates of such Grantor, constitute all of the issued and outstanding inter-company indebtedness owed by such Affiliates to such Grantor evidenced by an instrument or certificated security of the respective issuers thereof. Schedule 2 hereto sets forth under the headings “Securities Accounts” and “Commodities Accounts,” respectively, all of the Securities Accounts and Commodities Accounts in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor shall deliver it forthwith to has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent in pursuant hereto) having “control” (within the exact form received;meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or any securities, commodities or other property credited thereto. (iiib) Each The shares of Pledged Stock pledged by such Grantor shall promptly deliver to Agent a copy hereunder constitute all of the issued and outstanding shares of all classes of the Equity Interests of each material notice Issuer owned by such Grantor or other material communication received by it Excluded Assets (c) All the shares of the Pledged Equity Interests have been duly and validly issued and are fully paid and nonassessable. No Grantor is in respect default of its obligations under any organizational document of any Issuer of Pledged Equity Interests;. (ivd) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any None of the Pledged Interests, Pledged Operating Agreement, LLC Interests or Pledged Partnership AgreementInterests are, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; represent interests in entities that (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (Aa) are not and shall not be registered as investment companies, (b) are dealt in or traded on securities exchanges or in markets or (c) have opted to be treated as securities marketsunder the Uniform Commercial Code (or other applicable law) of any jurisdiction. (e) No consent, (B) do not and will not constitute investment company securities, and (C) are not and will not be held approval or authorization of any Person is required for the pledge by such Grantor in a securities account. In addition, none of the Pledged Operating AgreementsEquity Interests pursuant to this Agreement or for the execution, delivery or performance of this Agreement by such Grantor, whether under the organizational documents of any Issuer of Pledged Equity Interests or otherwise, except such as have been obtained and are in full force and effect. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except for, in the case of any of the foregoing Collateral other than Pledged Equity Interests, Permitted Liens and, in the case of Pledged Equity Interests, Permitted Liens arising pursuant to a requirement of law, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests. (g) Each Grantor has caused the organizational document of each Issuer of Pledged Partnership AgreementsInterests or Pledged LLC Interests organized under the laws of the United States of America, any State thereof, the District of Columbia, or any other agreements governing any jurisdiction within the United States of America to include language substantially the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of same as the Uniform Commercial Code as provisions set forth in effect in any relevant jurisdictionExhibit A hereto.

Investment Property. (a) As of the date hereof, Schedule 1 hereto sets forth (i) If any Grantor shall acquireunder the headings “Pledged Stock”, obtain“Pledged LLC Interests” and “Pledged Partnership Interests”, receive or become entitled to receive any respectively, all Pledged Stock consisting of shares of Capital Stock, all Pledged LLC Interests after the Closing Date, it shall promptly (consisting of membership interests and other interests in any event within five (5) Business Days limited liability company and all Pledged Partnership Interests consisting of acquiring or obtaining partnership interests and other interests in any partnerships, in each case, owned by such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying Grantor and such Pledged Interests; Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests or percentage of partnership interests of the respective issuers thereof indicated on such Schedule, and (ii) Upon under the occurrence and during heading “Pledged Notes” all of the continuance Pledged Notes in amount in excess of an Event of Default$500,000 individually or $2,000,000 in the aggregate owned by such Grantor, following the request of Agentand, except as therein noted, all sums of money such Pledged Notes are not in default, and property paid or distributed in respect (iii) under the headings “Securities Accounts,” “Commodities Accounts” and “Deposit Accounts”, respectively, all of the Securities Accounts containing Investment Property that are received by with a value at any time equal to or greater than $500,000 individually or $2,000,000 in the aggregate, Commodities Accounts and Deposit Accounts in which such Grantor shall be held by the Grantors in trust has an interest (which, for the benefit avoidance of Agent segregated from doubt, are not Excluded Collateral). Such Grantor, together with, if applicable, any other Grantor, are the sole entitlement holders or customers of each such Grantor’s other propertyaccount, and such Grantor shall deliver it forthwith to Grantors have not consented to, and are not otherwise aware of, any Person (other than the Agent in the exact form received;pursuant hereto) having Control over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto. (iiib) Each Grantor shall promptly deliver to Agent a copy The shares (or such other interests) of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held pledged by such Grantor hereunder constitute all of the issued and outstanding shares (or such other interests) of all classes of the Capital Stock of each Issuer owned by such Grantor other than any such Capital Stock that constitutes Excluded Collateral. (c) The shares (or such other interests), if any, of the Pledged Equity Interests owned by such Grantor have been duly and validly issued and are fully paid and nonassessable. (d) Except as set forth in a securities account. In additionSchedule 1, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged LLC Interests are securities governed by constitute Securities under Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionUCC.

Investment Property. If an Event of Default has occurred and is continuing, Borrower shall hold in trust for Lender, and Lender shall have the right to receive, all payments on, proceeds of, and distributions with respect to, Investment Property, and Borrower shall deliver all such payments, proceeds and distributions to Lender, immediately upon demand, in their original form, duly endorsed (if necessary), to be applied to the Obligations in such order as Lender shall determine. Borrower recognizes that Lender may be unable to make a public sale of any or all of the Investment Property, by reason of prohibitions contained in applicable securities laws or otherwise, and expressly agrees that a private sale to a restricted group of purchasers for investment and not with a view to any distribution thereof shall be considered a commercially reasonable sale thereof. If an Event of Default shall occur and be continuing, Lender shall have the right to (i) If transfer and register any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; name of Lender or its nominee, it being acknowledged by each Borrower (in its capacity as Borrower and, if Borrower is an issuer of any Investment Property, as the issuer) that such transfer and registration may be effected by Lender through the power of attorney granted pursuant to this Agreement, (ii) exercise, or permit its nominee to exercise, all voting and other rights pertaining to such Investment Property as a holder of such Investment Property, with full power of substitution to do so, including giving or withholding written consents of stockholders, partners or members, calling special meetings of stockholders, partners or members and voting at such meetings) and otherwise act with respect to the Investment Property as if Lender were the outright owner thereof and (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreementexercise, or Pledged Partnership Agreementpermit its nominee to exercise, any and all rights of conversion, exchange, and subscription and any other rights, privileges or enter into options pertaining to such Investment Property (including the right to exchange any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining and all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property in connection with any merger, consolidation, reorganization, recapitalization or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitiesother fundamental change, and (C) are not in connection therewith, the right to deposit and will not be held by such Grantor in a securities account. In addition, none deliver any and all of the Pledged Operating AgreementsInvestment Property with any committee, the Pledged Partnership Agreementsdepositary, transfer Lender, registrar or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that designated agency upon such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code terms and conditions as in effect in any relevant jurisdictionLender may determine).

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests[Reserved]; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide provides or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; and (vii) With regard to any Pledged Interests that are not certificated, any such Grantor of such non-certificated Pledged Interests (i) agrees promptly to note on its books the security interests granted to Agent and confirmed under this Agreement, (ii) agrees that after the occurrence and during the continuation of an Event of Default, it will comply with instructions of Agent or its nominee with respect to the applicable Pledged Interests without further consent by the applicable Grantor, (iii) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the UCC) is the State of New York, (iv) agrees to notify Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Interests that is materially adverse to the interest of the Agent therein, other than any Permitted Liens and (v) waives any right or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Pledged Interests hereunder in the name of Agent or its nominee or the exercise of voting rights by Agent or its nominee.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Issue Date, it shall promptly (and in any event within five (5) Business Days (or such longer period as agreed to by the ABL Agent in writing in its sole discretion with respect to the corresponding requirement under the ABL Documents) of acquiring or obtaining such Collateral) deliver to the Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the written request of the Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other propertythe Collateral Agent, and such Grantor shall deliver it forthwith to the Collateral Agent in the exact form received, in each case, subject to the Intercreditor Agreement; (iii) Each Grantor shall promptly deliver to the Collateral Agent a copy of each material written notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Notes Documents, in any such case, if the same would be materially adverse to the interests of the Secured Parties; (v) Each Grantor agrees that it will reasonably cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or or, if the Collateral Agent is entitled under this Agreement to exercise remedies in respect of the Investment Property, to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide provides or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; and (vii) With regard to any Pledged Interests that are not certificated, any such Grantor of such non-certificated Pledged Interests (i) agrees promptly to note on its books the security interests granted to the Collateral Agent and confirmed under this Agreement, (ii) agrees that after the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent or its nominee with respect to the applicable Pledged Interests without further consent by the applicable Grantor, (iii) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the Code) is the State of New York, (iv) agrees to notify the Collateral Agent upon obtaining actual knowledge of any interest in favor of any person in the applicable Pledged Interests that is materially adverse to the interest of the Collateral Agent therein, other than any Permitted Liens and (v) waives any right or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Pledged Interests hereunder in the name of the Collateral Agent or its nominee or the exercise of voting rights by the Collateral Agent or its nominee to the extent permitted hereunder.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Securities and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting, corporate or other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which could impair the Collateral or which would result in any violation of any provision of the Credit Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after and all cash dividends and distributions, payments or other Proceeds paid in respect of the Closing DateInvestment Property and make application thereof to the Secured Obligations in accordance with Section 10.02 of the Credit Agreement, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Investment Property at any meeting of holders of the Stock of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon any such instruction by the Administrative Agent following the occurrence and during the continuance continuation of an Event of Default, following the request of Agentpay any dividends, all sums of money and property paid distributions or distributed in other payments with respect of to the Investment Property that are received by directly to the Administrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Investment Property is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor shall be held by in respect thereof to exercise the Grantors in trust for the benefit of Agent segregated from such Grantor’s voting and other property, and consensual rights which such Grantor shall deliver it forthwith would otherwise be entitled to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver exercise with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not other consensual rights and shall not be dealt responsible for any failure to do so or delay in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionso doing.

Investment Property. (i) If any Grantor shall acquire, obtain, receive obtain or become entitled to receive any certificated Pledged Interests in any Subsidiary or other Permitted Investment with a value, individually or in the aggregate, in excess of $250,000, after the Closing Date, it shall promptly (and in any event within five (5) Business Days of no later than the next Quarterly Reporting Date after acquiring or obtaining such Collateral) ), deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Upon the occurrence and during the continuance of an Event of Default, each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or or, after the occurrence and during the continuation of an Event of Default, to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that (i) the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute securities in a regulated “investment company securitiescompany” (as defined in the Investment Company Act of 1940), and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide account and (ii)(A) for each applicable Grantor that such Pledged Interests are securities governed by has opted in to Article 8 of the Uniform Commercial Code as Code, such Grantor shall take all action necessary to perfect Agent’s Security Interest in effect such Pledged Interests by (x), if such Pledged Interests are certificated, granting Agent possession (for purposes of Article 8 and 9 of the Uniform Commercial Code) of such certificates representing Pledged interests or (y), if such Pledged Interests are not certificated, granting Agent control (for purposes of Article 8 and 9 of the Uniform Commercial Code) over such Pledged Interests or (B) for each applicable Grantor that has not opted in any relevant jurisdictionto Article 8 of the Uniform Commercial Code, each such Grantor authorizes the filing an appropriate financing statement in favor of Agent covering such Pledged Interests.

Investment Property. (i) If Each Pledgor (1) has no Securities Accounts or Commodity Accounts other than those listed in Schedule 16 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and the Administrative Agent has a perfected first priority security interest in such Securities Accounts and Commodity Accounts by Control, (2) does not hold, own or have any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and interest in any event within five certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 16 annexed to the Perfection Certificate (5to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) Business Days and (3) as of acquiring or obtaining such Collateral) deliver to Agent the date hereof, has entered into a duly authorized, executed Pledged Interests Addendum identifying such Pledged Interests;and delivered Securities Account Control Agreement or a Commodity Account Control Agreement with respect to each Securities Account or Commodity Account listed in Schedule 16 annexed to the Perfection Certificate, as applicable. (ii) Upon If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property, such Pledgor shall promptly (a) endorse, assign and deliver the occurrence and during same to the continuance of an Event of Default, following the request of Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all sums of money in form and property paid substance reasonably satisfactory to the Administrative Agent or distributed (b) deliver such securities into a Securities Account with respect to which a Control Agreement is in respect effect in favor of the Administrative Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property that are received uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly notify the Administrative Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (a) cause the issuer to agree to comply with instructions from the Administrative Agent as to such securities, without further consent of any Grantor Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Administrative Agent has Control or (c) arrange for the Administrative Agent to become the registered owner of the securities. Pledgor shall not hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Pledgor shall have given the Administrative Agent 30 days' prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be held by reasonably acceptable to the Grantors Administrative Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent segregated from such Grantor’s and within one (1) Business Day of actual receipt thereof, deposit any cash or Investment Property and any new securities, instruments, documents or other propertyproperty by reason of ownership of the Investment Property (other than payments of a kind described in Section 7.4 hereof) received by it into a Deposit Account or Securities Account subject to Administrative Agent's Control. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor Pledgor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this Section 3.4(c) shall deliver it forthwith not apply to any Financial Assets credited to a Securities Account for which the Administrative Agent in is the exact form received;Securities Intermediary. No Pledgor shall grant control over any Investment Property to any person other than the Administrative Agent. (iii) Each Grantor As between the Administrative Agent and the Pledgors, the Pledgors shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver bear the investment risk with respect to any the Investment Property and Pledged InterestsSecurities, Pledged Operating Agreementand the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Partnership AgreementSecurities, whether in the possession of, or enter into maintained as a security entitlement or deposit by, or subject to the control of, the Administrative Agent, a Securities Intermediary, Commodity Intermediary, any agreement Pledgor or permit any other person; provided, however, that nothing contained in this Section 3.4(c) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to exist the Pledgors or any restriction other person under any Control Agreement or under applicable law. Each Pledgor shall promptly pay all Claims and fees of whatever kind or nature with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued and Pledged Securities pledged by it under any Pledged Operating Agreement or Pledged Partnership this Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In additionthe event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, none the Administrative Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Administrative Agent from all costs and expenses incurred by the Administrative Agent under this Section 3.4(c) in accordance with Section 12.03 of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Credit Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (i) If Except to the extent otherwise provided under the Pledge Agreement, upon the request of the Administrative Agent: if such Debtor or its nominee holds any Grantor shall acquireSecurities that are Collateral, obtainwhether certificated or uncertificated, receive or become entitled other Investment Property that is Collateral through a Securities Intermediary or Commodity Intermediary, at the option of the Administrative Agent, and pursuant to receive any Pledged Interests after the Closing Datean agreement in form and substance satisfactory to it, it shall promptly (and but in any event within five (5) 60 Business Days following such request), either (A) use commercially reasonable efforts to cause such Securities Intermediary or (as the case may be) Commodity Intermediary to agree to comply with entitlement orders or other instructions from the Administrative Agent to such Securities Intermediary as to such Securities or other Investment Property, or, as the case may be, to apply any value distributed on account of acquiring any Commodity Contract as directed by the Administrative Agent to such Commodity Intermediary, in each case without further consent of such Debtor or obtaining such Collateralnominee, or (B) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon in the occurrence and during the continuance case of an Event of Default, following the request of Agent, all sums of money and property paid Financial Assets or distributed in respect of the other Investment Property that are received by any Grantor shall be held by the Grantors in trust through a Securities Intermediary, arrange for the benefit of Administrative Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in become the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver Entitlement Holder with respect to any Pledged Interestssuch Investment Property, Pledged Operating Agreementwith such Debtor being permitted, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction only with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection consent of the Security Interest on the Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interestsProperty; provided, issued under any Pledged Operating Agreement or Pledged Partnership Agreementhowever, each Grantor hereby covenants that the Pledged Interests issued pursuant provisions of this subsection (c) shall not apply to such agreement (A) are not and shall not be dealt any Financial Assets or Securities Account which contains assets, in or traded on securities exchanges or in securities marketseither case, with an aggregate value of less than $500,000, (B) do not and will not constitute investment company securitiesany Securities Accounts which contain, and in the aggregate for all such Securities Accounts, aggregate Financial Assets of less than $500,000, or (C) are not and will not be Financial Assets held by such Grantor in Securities Accounts that would otherwise constitute Excluded Accounts if in a securities account. In additionDeposit Account; provided, none further, however, that notwithstanding anything to the contrary contained in this clause (c), the Administrative Agent acknowledges and agrees that the Loan Parties may withdraw all or any part of the Pledged Operating AgreementsInvestment Property, Financial Assets or other funds in the Pledged Partnership AgreementsSecurities Accounts and transfer such Investment Property, Financial Assets or other funds in any other agreements governing any manner not in violation of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 Loan Documents so long as no Event of Default has occurred and is continuing and the Uniform Commercial Code as in effect in any relevant jurisdictionAdministrative Agent has not exercised its enforcement rights with respect thereto.

Investment Property. (ia) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of Unless an Event of DefaultDefault shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.1(b), following the request of Agent, each Grantor shall be permitted to receive all sums of money and property cash dividends paid or distributed in respect of the Investment Property Pledged Stock and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting and organizational rights with respect to the Pledged Securities; provided, however, that are received no vote shall be cast or right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, organizational and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor shall be held by or the Grantors in trust for the benefit Administrative Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyPledged Securities, and such Grantor shall in connection therewith, the right to deposit and deliver it forthwith to Agent in any and all of the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice Pledged Securities with any committee, depositary, transfer agent, registrar or other material communication designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it in respect of any Pledged Interests; (iv) No Grantor it, but the Administrative Agent shall make or consent have no duty to any amendment Grantor to exercise any such right, privilege or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or traded on securities exchanges or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in securities markets, (B) do not and will not constitute investment company securitiesso complying, and (Cii) are not and will not be held by such Grantor in a securities account. In additionunless otherwise expressly permitted hereby, none of pay any dividends or other payments with respect to the Pledged Operating Agreements, Securities directly to the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionAdministrative Agent.

Investment Property. (ia) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of Unless an Event of DefaultDefault shall have occurred and be continuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.1(b), following the request of Agent, each Grantor shall be permitted to receive all sums of money and property cash dividends paid or distributed in respect of the Investment Property Pledged Stock and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Indenture, and to exercise all voting and organizational rights with respect to the Pledged Securities; provided, however, that are received no vote shall be cast or right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Indenture Document. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order specified in Section 6.3, and (ii) any or all of the Pledged Securities shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may but is under no obligation to thereafter exercise (x) all voting, organizational and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Pledged Issuer or Pledged Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Pledged Issuer, or upon the exercise by any Grantor shall be held by or the Grantors in trust for the benefit Collateral Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyPledged Securities, and such Grantor shall in connection therewith, the right to deposit and deliver it forthwith to Agent in any and all of the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice Pledged Securities with any committee, depositary, transfer agent, registrar or other material communication designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it in respect of any Pledged Interests; (iv) No Grantor it, but the Collateral Agent shall make or consent have no duty to any amendment Grantor to exercise any such right, privilege or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Pledged Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or traded on securities exchanges or further instructions from such Grantor, and each Grantor agrees that each Pledged Issuer shall be fully protected in securities markets, (B) do not and will not constitute investment company securitiesso complying, and (Cii) are not and will not be held by such Grantor in a securities account. In additionunless otherwise expressly permitted hereby, none of pay any dividends or other payments with respect to the Pledged Operating Agreements, Securities directly to the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionCollateral Agent.

Investment Property. (ia) If Each Grantor agrees that it will, upon obtaining any Grantor shall acquireadditional shares of stock or other securities required to be pledged hereunder, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) ten Business Days of acquiring or obtaining such CollateralDays) deliver to Agent Secured Party a Pledge Supplement, duly executed Pledged Interests Addendum identifying such Pledged Interests; by Grantor, in substantially the form of Exhibit A (ii) Upon the occurrence and during the continuance of an Event of Defaulta "Pledge Supplement"), following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property additional Pledged Stock to be pledged pursuant to this Agreement. Each Grantor hereby authorizes Secured Party to attach each Pledge Supplement to this Agreement and agrees that are received by all Pledged Stock of Grantor listed on any Pledge Supplement shall for all purposes hereunder be considered Collateral of Grantor; provided, the failure of any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent execute a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver Pledge Supplement with respect to any additional Pledged InterestsStock pledged pursuant to this Agreement shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto. (b) At the request of Secured Party, Pledged Operating Agreementeach Grantor shall cause, at Grantor's expense, each Person which is an issuer of an uncertificated security included in the Collateral to execute and deliver all instruments and documents, and take all further action Secured Party may reasonably request, in order to perfect and protect any security interest granted or Pledged Partnership Agreementpurported to be granted in such uncertificated securities, to establish "control" (as such term is defined in the UCC) by Secured Party over such Collateral or enter into any agreement or permit to exist any restriction enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals such Collateral, including, and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities marketsas applicable, (Bi) do not and will not constitute investment company securities, and (C) are not and will not be held by register the security interest granted hereby upon the books of such Grantor Person in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by accordance with Article 8 of the Uniform Commercial Code as UCC, and (ii) deliver to Secured Party an Acknowledgment of Pledge, duly executed by such the issuer of the applicable uncertificated security, in effect in any relevant jurisdictionsubstantially the form of Exhibit B (an "Acknowledgment of Pledge").

Investment Property. (a) Unless an Event of Default has occurred and is continuing and the Collateral Agent has given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its rights pursuant to Section 6.3(b), each Grantor may receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes to the extent permitted in the Credit Agreement, and may exercise all voting and corporate or other organizational rights with respect to Investment Property; provided, that no vote shall be cast or corporate or other organizational right exercised or other action taken (other than in connection with a transaction permitted by the Credit Agreement or the other Loan Documents) which would reasonably be expected to impair the Collateral or the Collateral Agent’s security interest therein or result in any violation of any provision of any Loan Document. (b) If an Event of Default shall occur and be continuing and the Authorized Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Authorized Collateral Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after and all cash dividends, payments or other Proceeds paid in respect of the Closing Date, it Investment Property and shall promptly (make application thereof to the Secured Obligations in the order set forth in Section 6.5 and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon any or all of the Investment Property shall be registered in the name of the Authorized Collateral Agent or its nominee, and the Authorized Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange, at its discretion, any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Authorized Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Authorized Collateral Agent may determine), all without liability except to account for property actually received by it, but the Authorized Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to, following the occurrence and during the continuance of an Event of Default, following the request of Agentand any such Issuer party hereto agrees to, all sums of money and property paid or distributed in respect of the Investment Property that are (i) comply with any instruction received by it from the Authorized Collateral Agent in writing, without any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated other or further instructions from such Grantor’s other property, and each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) after receipt by an Issuer of any instructions pursuant to Section 6.3(c)(i) hereof, pay any dividends or other payments with respect to such Grantor Investment Property directly to the Authorized Collateral Agent; provided, however, that the foregoing shall deliver it forthwith be subject to Agent any additional requirements under foreign law in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect case of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor of Foreign Subsidiaries. The Collateral Agent agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect shall not send any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement instruction unless (A) are not an Event of Default has occurred and shall not be dealt in or traded on securities exchanges or in securities marketsis continuing, (B) do not and will not constitute investment company securities, such instruction is otherwise in accordance with the terms of this Agreement and (C) are not and will not be held by such Grantor the Collateral Agent is acting in a securities account. In addition, none the capacity of Authorized Collateral Agent in accordance with (to the Pledged Operating Agreements, the Pledged Partnership Agreements, or extent applicable) to any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Applicable Intercreditor Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests Interests, in each case, are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (i) If The Grantors, at their cost and expense (including the cost and expense of any Grantor of the following referenced consents, approvals etc.) will promptly execute and deliver or cause the execution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Purchasers may reasonably request during the continuance of an Event of Default in connection with the obtaining of any consent, approval, registration, qualification, permit, license, accreditation, or authorization of any other official body or other Person reasonably necessary or appropriate for the effective exercise of any rights hereunder or under the other Transaction Documents. Without limiting the generality of the foregoing, the Grantors agree that in the event the Agent shall acquireexercise its rights hereunder or pursuant to the other Transaction Documents during the continuance of an Event of Default, obtainto sell, receive transfer, or become entitled otherwise dispose of, or vote, consent, operate, or take any other action in connection with any of the Collateral, the Grantors shall execute and deliver (or cause to receive be executed and delivered) all applications, certificates, assignments and other documents that the Agent reasonably requests to facilitate such actions and shall otherwise promptly, fully, and diligently cooperate with the Agent and any Pledged Interests after other Persons in making any application for the Closing Dateprior consent or approval of any official body or any other Person to the exercise by the Purchasers of any such rights relating to all or any of the Collateral. (i) The Grantors agree promptly upon the occurrence and continuance of an Event of Default and without any request therefor by the Agent or any other Secured Party, it so long as such Event of Default shall promptly continue, to deliver (properly endorsed where required hereby or reasonably requested by the Agent or any other Secured Party) to the Agent all Dividends and Distributions with respect to Investment Property and all proceeds of the Collateral, in any event within five (5) Business Days each case thereafter received by the Grantor, all of acquiring or obtaining such which shall be held by the Agent as additional Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;. (ii) Upon Except when an Event of Default has occurred and is continuing, the Grantors may continue to vote all Investment Property included in the Collateral except in a manner which is inconsistent or in violation of the Transaction Documents. The Grantors agree promptly upon the occurrence and during the continuance of an Event of Default, following (i) that the Agent may exercise (to the exclusion of the Grantor) the voting power and all other incidental rights of ownership with respect to any Collateral constituting Investment Property of the Grantor and the Grantor hereby grants the Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (ii) that it shall promptly deliver to the Agent such additional proxies and other documents as may be reasonably necessary to allow the Agent to exercise such voting power. (iii) All Dividends, Distributions, interest, principal, cash payments, payment intangibles and proceeds which may at any time and from time to time be held by any Grantor but which the Grantor is then obligated to deliver to the Agent, shall, until delivery to the Agent, be held by the Grantor separate and apart from its other property in trust for the Agent. The Agent agrees that unless an Event of Default shall have occurred and be continuing, the Grantors will have the exclusive voting power with respect to any Investment Property constituting the Grantor's Collateral and the Agent will, upon the written request of Agentany Grantor, all sums promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Grantor which are reasonably necessary to allow the Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by the Grantor that would violate any provision of money and property paid any Transaction Document. The Grantors hereby acknowledge that the sale by the Agent of any Investment Property pursuant to the terms hereof in compliance with the Securities Act, as well as applicable "Blue Sky" or distributed other state securities laws may require strict limitations as to the manner in respect which the Agent or any subsequent transferee of the Investment Property that are received by any Grantor shall may dispose thereof. The Grantors acknowledge and agree that, to protect the Agent's interests, it may be held by necessary to sell the Investment Property at a price less than the maximum price attainable if a sale were delayed or made in another manner, such as a public offering under the Securities Act. The Grantors do not have an objection to a sale in such manner and the Grantors in trust agree that the Agent does not have an obligation to obtain the maximum possible price for all or any part of the benefit Investment Property. Without limiting the generality of the foregoing, the Grantors agree that the Agent segregated from such Grantor’s other propertymay, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining terms hereof and subject to applicable law, from time to time attempt to sell all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection any part of the Security Interest on Investment Property by a private placement, restricting the bidders and prospective purchasers to those Persons who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers to buy the Investment Property or any part thereof for cash from a limited number of investors deemed by the Agent, in its reasonable judgment, to effect any sale be institutional investors or transfer thereof; (vi) As to all limited liability company or partnership interestsother responsible Persons who might be interested in purchasing the Investment Property. If the Agent shall solicit such offers, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held then acceptance by such Grantor in a securities account. In addition, none Purchasers of one of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any offers shall be deemed to be a commercially reasonable method of disposition of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionCollateral.

Investment Property. (a) Schedule 2 hereto sets forth under the headings "Pledged Stock," "Pledged LLC Interests," "Pledged Partnership Interests" and "Pledged Trust Interests," respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by each Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial or ownership interests of the respective Issuers thereof indicated on such Schedule. (b) Schedule 2 hereto sets forth under the heading "Pledged Debt Securities" or "Pledged Notes" all of the Pledged Debt Securities and Pledged Notes owned by each Grantor and (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying each such Pledged Interests; Debt Security and Pledged Note has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the Issuer thereof enforceable against such Issuer in accordance with its terms, and (ii) Upon the occurrence and during the continuance Issuer of an Event each such Pledged Debt Security is not in default of Default, following the request any of Agent, all sums of money and property paid or distributed in respect its obligations thereunder. (c) Each of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Equity Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held owned by such Grantor in a securities account. In additionhas been duly authorized and validly issued and is fully paid and nonassessable. (d) Such Grantor is the record and beneficial owner of, none of the Pledged Operating Agreementsand has good and marketable title to, the Pledged Partnership AgreementsEquity Interests pledged by it hereunder, free and clear of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and there are no outstanding preemptive rights, warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, Pledged Equity Interests. (e) No consent of any Person, including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other agreements governing any trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the Pledged Interests issued under security interest of the Agent hereunder in any Pledged Operating Equity Interests or the exercise by the Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof. (f) All certificated securities owned by such Grantor have been delivered to the Agent. (g) The terms of each Pledged Partnership Agreement, provide or shall Interest and Pledged LLC Interest expressly provide that such Pledged Interests they are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionCode.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five ten (510) Business Days days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, provincial, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities accountSecurities Account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionjurisdiction unless such Grantor shall cause certificates to be issued in respect of such Pledged Interests and deliver such certificates to the Agent in accordance with the terms of Section 7(a).

Investment Property. (i) If Each Pledgor (1) has no Securities Accounts or Commodity Accounts other than those listed in Schedule 17 annexed to the Perfection Certificate and the Collateral Agent has a perfected first priority security interest in such Securities Accounts and Commodity Accounts by Control, (2) it does not hold, own or have any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and interest in any event within five (5) Business Days of acquiring certificated securities or obtaining such Collateral) deliver uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 17 annexed to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;the Perfection Certificate. (ii) Upon If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property, in the occurrence aggregate for all Pledgors in excess of $10,000, such Pledgor shall promptly endorse, assign and during deliver the continuance of an Event of Default, following same to the request of Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all sums in form and substance reasonably satisfactory to the Collateral Agent. No Pledgor shall grant control over any Investment Property to any person other than the Collateral Agent. (iii) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of money and property paid loss of, damage to, or distributed in respect the destruction of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other propertyand Pledged Securities, and such Grantor shall deliver it forthwith to Agent whether in the exact form received; (iiipossession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, any Pledgor or any other person; provided, however, that nothing contained in this Section 3.4(c) shall release or relieve the Collateral Agent of its duties and obligations to the Pledgors or under applicable law. Each Grantor Pledgor shall promptly deliver to Agent a copy pay all Claims and fees of each material notice whatever kind or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver nature with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued and Pledged Securities pledged by it under any Pledged Operating Agreement or Pledged Partnership this Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In additionthe event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, none the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all costs and expenses incurred by the Collateral Agent under this Section 3.4(c) in accordance with Section 11.03 of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Credit Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (ia) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of Unless an Event of Default, following Default shall have occurred and be continuing and Agent shall have given notice to the request relevant Grantor of Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all sums of money cash dividends and property distributions, payments and Proceeds paid or distributed in respect of the Pledged Equity, the Pledged Notes and all other Investment Property that are received constitutes Collateral, to the extent permitted in the Credit Agreement, and to exercise all voting and other rights and any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity, Pledged Notes and Investment Property (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by such Grantor of any right, privilege or option pertaining to such Pledged Equity, Pledged Notes or Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Pledged Equity, Pledged Notes and Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as such Grantor may determine); provided, that no vote shall be cast or other right exercised or action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing, upon notice to the relevant Grantor, Agent shall have the right to (i) receive any and all cash dividends and distributions, payments or other Proceeds paid in respect of the Pledged Equity, the Pledged Notes and all other Investment Property pledged as Collateral and make application thereof to the Secured Obligations in accordance with Section 6.5, (ii) register any or all of such Investment Property in the name of Agent or its nominee, (iii) exercise, or permit its nominee to exercise, all voting and other rights pertaining to such Investment Property, and (iv) exercise, or permit its nominee to exercise, any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor shall be held by the Grantors in trust for the benefit or Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyInvestment Property, and in connection therewith, the right to deposit and deliver any and all of such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice Investment Property with any committee, depositary, transfer agent, registrar or other material communication designated agency upon such terms and conditions as Agent may determine), all without liability except to account for property actually received by it in respect of it, but Agent shall have no duty to exercise any Pledged Interests; (iv) No Grantor shall make such right, privilege or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement and the Credit Agreement, without any other or traded on securities exchanges or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in securities markets, (B) do not and will not constitute investment company securitiesso complying, and (Cii) are not and will not be held by such Grantor in a securities account. In additionunless otherwise expressly permitted hereby, none of pay any dividends, distributions or other payments with respect to the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionInvestment Property directly to Agent.

Investment Property. (a) Unless an Event of Default has occurred and is continuing and the Collateral Agent has given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its rights pursuant to Section 6.3(b), each Grantor may receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes to the extent permitted in the Credit Agreement, and may exercise all voting and corporate or other organizational rights with respect to Investment Property. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Collateral Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received and shall make application thereof to the Secured Obligations in the order set forth in Section 6.5 and (ii) any or all of the Investment Property shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange, at its discretion, any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor shall be held by or the Grantors in trust for the benefit Collateral Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyInvestment Property, and such Grantor shall in connection therewith, the right to deposit and deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy any and all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to effect account for property actually received by it, but the Collateral Agent shall have no duty to any sale Grantor to exercise any such right, privilege or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to, and any such Issuer party hereto agrees to, after receipt by an Issuer or traded on securities exchanges obligor of any instructions from the Collateral Agent in writing, to (i) comply with any such instructions without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in securities markets, so complying and (ii) pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent. The Collateral Agent agrees that it shall not send any such instruction unless (A) an Event of Default has occurred and is continuing and (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor instruction is otherwise in a securities account. In addition, none accordance with the terms of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership this Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. If the Company shall at any time hold or acquire any Certificated Securities, the Company shall forthwith endorse, assign and deliver the same to the Lender, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender may from time to time specify. If any securities now or hereafter acquired by the Company are uncertificated and are issued to the Company or its nominee directly by the issuer thereof, the Company shall immediately notify the Lender thereof and, at the Lender’s request and option, pursuant to an agreement in form and substance satisfactory to the Lender, cause the issuer to agree to comply with instructions from the Lender as to such securities, without further consent of the Company or such nominee. If any securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by the Company are held by the Company or its nominee through a Securities Intermediary or Commodity Intermediary, the Company shall immediately notify the Lender thereof and, at the Lender’s request and option, pursuant to an agreement in form and substance satisfactory to the Lender, either (i) If cause such Securities Intermediary or (as the case may be) Commodity Intermediary to agree to comply with entitlement orders or other instructions from the Lender to such Securities Intermediary as to such securities or other Investment Property, or (as the case may be) to apply any Grantor shall acquirevalue distributed on account of any commodity contract as directed by the Lender to such Commodity Intermediary, obtainin each case without further consent of the Company or such nominee, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon in the occurrence case of financial assets or other Investment Property held through a Securities Intermediary, arrange for the Lender to become the entitlement holder with respect to such Investment Property, with the Company being permitted, only with the consent of the Lender, to exercise rights to withdraw or otherwise deal with such Investment Property. The Lender agrees with the Company that the Lender shall not give any such entitlement orders or instructions or directions to any such issuer, Securities Intermediary or Commodity Intermediary, and during shall not withhold its consent to the continuance exercise of any withdrawal or dealing rights by the Company, unless an Event of Default, following the request of Agent, all sums of money and property paid Default exists (or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent would exist after giving effect to any amendment such investment or other modification or waiver with respect withdrawal). The provisions of this paragraph shall not apply to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit financial assets credited to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of account for which the Pledged Operating Agreements, Lender is the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSecurities Intermediary.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five ten (510) Business Days days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionjurisdiction unless such Grantor shall cause certificates to be issued in respect of such Pledged Interests and deliver such certificates to the Agent in accordance with the terms of Section 7(a).

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and Agent shall have given notice to the relevant Grantor of Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which could impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends and distributions, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received and make application thereof to the Secured Obligations in accordance with Section 6.5, and (ii) any or all of the Investment Property shall be registered in the name of Agent or its nominee, and Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Investment Property at any meeting of holders of the equity interests of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor shall be held by the Grantors in trust for the benefit or Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyInvestment Property, and such Grantor shall in connection therewith, the right to deposit and deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy any and all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Agent may determine), all without liability except to effect account for property actually received by it, but Agent shall have no duty to any sale Grantor to exercise any such right, privilege or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in or traded on securities exchanges or in securities markets, so doing. (Bc) do not Each Grantor hereby authorizes and will not constitute investment company securities, and (C) are not and will not be held instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from Agent in a securities account. In additionwriting that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or without any other agreements governing or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any of dividends, distributions or other payments with respect to the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionInvestment Property directly to Agent.

Investment Property. (i) If Each Pledgor (1) has no Securities Accounts or Commodity Accounts other than those listed in Schedule 17 annexed to the Perfection Certificate and the Collateral Agent has a perfected first priority security interest in such Securities Accounts and Commodity Accounts by Control, (2) does not hold, own or have any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and interest in any event within five certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 17 annexed to the Perfection Certificate and (53) Business Days as of acquiring or obtaining such Collateral) deliver to Agent the date hereof, has entered into a duly authorized, executed Pledged Interests Addendum identifying such Pledged Interests;and delivered Securities Account Control Agreement, substantially in the form of Exhibit 4 annexed hereto, or a Commodity Account Control Agreement, in a form reasonably satisfactory to the Administrative Agent, with respect to each Securities Account or Commodity Account listed in Schedule 17 annexed to the Perfection Certificate, as applicable. (ii) Upon If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property, in the occurrence aggregate for all Pledgors in excess of $25,000, such Pledgor shall promptly (a) endorse, assign and during deliver the continuance of an Event of Default, following same to the request of Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all sums in form and substance reasonably satisfactory to the Collateral Agent or (b) deliver such securities into a Securities Account with respect to which a Control Agreement is in effect in favor of money the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property, in the aggregate for all Pledgors in excess of $25,000, are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly notify the Collateral Agent thereof and pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (a) use commercially reasonable efforts to cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. Pledgor shall not hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Pledgor shall have given the Collateral Agent 30 days' prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property, in the aggregate for all Pledgors in excess of $25,000, for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any cash or Investment Property and any new securities, instruments, documents or other property paid or distributed in respect by reason of ownership of the Investment Property that are (other than payments of a kind described in Section 7.4 hereof) received by it into a Controlled Account. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any Grantor shall be held by the Grantors in trust for the benefit Entitlement Orders or instructions or directions to any issuer of Agent segregated from such Grantor’s other propertyuncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor Pledgor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights of such Pledgor would occur (except, if the Collateral Agent is the Securities Intermediary or Commodities Intermediary, the Collateral Agent may take such actions pursuant to the operating agreement(s) governing such Securities Account or Commodities Account, as the case may be). No Pledgor shall deliver it forthwith grant control over any Investment Property to Agent in any person other than the exact form received;Collateral Agent. (iii) Each Grantor As between the Collateral Agent and the Pledgors, the Pledgors shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver bear the investment risk with respect to any the Investment Property and Pledged InterestsSecurities, Pledged Operating Agreementand the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Partnership AgreementSecurities, whether in the possession of, or enter into maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, Commodity Intermediary, any agreement Pledgor or permit any other person; provided, however, that nothing contained in this Section 3.4(c) shall release or relieve the Collateral Agent, any Securities Intermediary or Commodity Intermediary of its duties and obligations to exist the Pledgors or any restriction other person under any Control Agreement or under applicable law. Each Pledgor shall promptly pay all Claims and fees of whatever kind or nature with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued and Pledged Securities pledged by it under any Pledged Operating Agreement or Pledged Partnership this Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In additionthe event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, none the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all costs and expenses incurred by the Collateral Agent under this Section 3.4(c) in accordance with Section 11.03 of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Credit Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Datedate hereof, it shall promptly (and in any event within five sixty (560) Business Days days of acquiring or obtaining such Collateral) deliver to the Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;. (ii) Upon the occurrence and during the continuance of an Event of Default, following the written request of Agentthe Collateral Agent to the Company, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of the Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Collateral Agent in the exact form received;received (with any necessary endorsement). (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, including any Pledged Operating Agreement, Agreement or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests Interests, including any Pledged Operating Agreement or Pledged Partnership Agreement, if the same is prohibited pursuant to the Loan Documents;Indenture. (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (viiv) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSecurities Account.

Investment Property. (i) If any Grantor Unless an Event of Default shall acquirehave occurred and be continuing, obtain, receive or become entitled each Borrower shall be permitted to receive any all cash dividends and other payments paid in respect of the Pledged Equity Interests after and to exercise all voting and corporate rights with respect to the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Equity Interests;. (ii) Upon the occurrence and during the continuance of If an Event of DefaultDefault shall occur and be continuing, following then except to the request extent otherwise permitted by the Lender: (x) all rights of Agenteach Borrower to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise with respect to the Investment Property shall cease and all such rights shall thereupon become vested in the Lender who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, and (y) the Lender shall have the right, without notice to any Borrower, to transfer all sums of money and property paid or distributed in respect any portion of the Investment Property that are received by to its name or the name of its nominee or agent. In addition, if an Event of Default shall occur and be continuing, the Lender shall have the right at any Grantor time, without notice to any Borrower, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Lender to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, each Borrower shall promptly execute and deliver (or cause to be held by executed and delivered) to the Grantors in trust for Lender all proxies, dividend payment orders and other instruments as the benefit of Agent segregated Lender may from such Grantor’s other propertytime to time reasonably request, and such Grantor shall deliver it forthwith to Agent in each Borrower acknowledges that the exact form received;Lender may utilize the power of attorney set forth herein. (iii) Each Grantor shall promptly deliver Borrower hereby authorizes and instructs each issuer of Investment Property to Agent a copy of each material notice or other material communication (x) comply with any instruction received by it from the Lender in respect writing that states that an Event of Default has occurred and is continuing, without any Pledged Interests; (iv) No Grantor shall make other or consent to any amendment or other modification or waiver with respect to any Pledged Interestsfurther instructions from such Borrower, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor and each Borrower agrees that it will cooperate with Agent each such issuer shall be fully protected in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitiesso complying, and (Cy) are not if an Event of Default has occurred and will not be held by such Grantor in a securities account. In additionis continuing, none of pay any dividends or other payments with respect Investment Property directly to the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionLender.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five ten (510) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of AgentAgent or the Required Lenders, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (a) Schedule 8 of each Grantor’s Perfection Certificate sets forth a correct and complete list of all of the Investment Property owned by such Grantor. Each Grantor is the legal and beneficial owner of such Investment Property, as so identified, free and clear of any Lien (other than Permitted Liens), and has not sold, granted any option with respect to, assigned or transferred, or otherwise disposed of any of its rights or interests therein (other than pursuant to Permitted Liens). Furthermore, (i) If any Grantor shall acquireto such Grantor’s knowledge, obtainall Investment Property constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Investment Property) duly authorized and validly issued by the Investment Property Issuer thereof and are fully paid and non‑assessable, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon with respect to any certificates delivered to the occurrence Collateral Agent representing an Equity Interest, either such certificates are securities as defined in Article 8 of the UCC or, if such certificates are not securities as defined in Article 8 of the UCC, such Grantor has taken all necessary steps to perfect the security interest of the Collateral Agent for the benefit of the Secured Parties therein as a General Intangible, and during the continuance of an Event of Default, following the request of Agent(iii) to such Grantor’s knowledge, all sums Investment Property that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued and delivered by the Investment Property Issuer of money such Indebtedness is the legal, valid and property paid or distributed binding obligation of such Investment Property Issuer and such Investment Property Issuer is not in respect default thereunder. (b) To the best of such Grantor’s knowledge, (i) none of the Investment Property that are received constitutes Collateral has been issued or transferred in violation in any material respect of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject and (ii) none of such Investment Property is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that would prohibit, impair, delay or otherwise affect the pledge of such Investment Property hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder. (c) To the extent any Grantor shall be held by is an Investment Property Issuer: (i) the owners of the Investment Property Issuer’s Equity Interests that are Grantors and the ownership interest of each such owner in trust for the benefit of Agent segregated from such Grantor’s other propertyInvestment Property Issuer are as set forth on the applicable Perfection Certificate, and each such Grantor shall deliver it forthwith owner is the registered owner thereof on the books of the Investment Property Issuer, consents to the Lien of the Collateral Agent hereunder or under any other Security Document and waives any restriction or limitation in any agreement that would otherwise prohibit or limit such Lien; (ii) the exact form received; Investment Property Issuer acknowledges the Collateral Agent’s Lien; (iii) Each Grantor shall promptly deliver to the extent required to perfect the Collateral Agent’s Liens, such security interest, collateral assignment, lien and pledge in favor of the Collateral Agent a copy has been registered on the books of each material notice or other material communication received by it in respect the Investment Property Issuer for such purpose as of any Pledged Interests; the date hereof; and (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property Issuer is not aware of any liens, restrictions or to effect adverse claims that exist on any sale or transfer thereof; such Investment Property other than Permitted Liens of the type set forth in clause (vi3) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that of the Pledged Interests issued definition thereof in the Indenture and the continuing security interest and lien in favor of the Collateral Agent granted pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSection 2.1.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing, each Loan Party shall be permitted to receive cash dividends and distributions in accordance with Section 10.4, and to exercise all voting and other rights with respect to the Investment Property of such Loan Party; provided, that no vote shall be cast or other right exercised or action taken which could reasonably be expected to impair the Collateral or which would result in any violation of any provision of this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing, Lender shall have the right, in each case upon notice to Borrower, (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Dateand all cash dividends and distributions, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice payments or other material communication received by it Proceeds paid in respect of any Pledged Interests; Investment Property of any Loan Party and make application thereof to the Secured Obligations in such order as Lender may determine, and (ivii) No Grantor to require that any or all of such Investment Property be registered in the name of Lender or its nominee, subject to compliance with the applicable provisions of the Arkansas Insurance Holding Company Regulatory Act, and upon such registration Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Investment Property and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of such Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Loan Party or Lender of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Lender may determine), all without liability except to account for property actually received by it, but Lender shall make or consent have no duty to any amendment Loan Party to exercise any such right, privilege or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in so doing. To the extent necessary, Borrower shall cause Kinsale Insurance to promptly file a Form B amendment pursuant to the Arkansas Insurance Holding Company Regulatory Act disclosing the transactions contemplated by this Agreement. If an Event of Default shall occur and be continuing, Borrower shall, at the request of Lender, take such actions, or traded on securities exchanges cause Kinsale Insurance to take such actions, as may be required under the Arkansas Insurance Holding Company Regulatory Act to enable Lender to exercise the rights and remedies provided for in this Agreement. Additionally, each Loan Party shall do all things and take all such actions as are necessary to cause Lender to be admitted as a member of any of its Subsidiaries that is organized as a limited liability company. (c) Each Loan Party hereby authorizes and instructs each Issuer of any Investment Property of such Loan Party to (i) comply with any instruction received by it from Lender in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Loan Party, and each Loan Party agrees that each such Issuer shall be fully protected in securities marketsso complying, (Bii) do not and will not constitute investment company securitiesunless otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to such Investment Property directly to Lender and (Ciii) are not xxxx in its books and will not be held by records to indicate Lender’s security interest in such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionInvestment Property.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the written request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other propertyAgent, and such Grantor shall deliver it forthwith to Agent in the exact form received, in each case, subject to the Intercreditor Agreement; (iii) Each Grantor shall promptly deliver to Agent a copy of each material written notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents, in any such case, if the same would be materially adverse to the interests of the Lender Group; (v) Each Grantor agrees that it will reasonably cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or or, if Agent is entitled under this Agreement to exercise remedies in respect of the Investment Property, to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide provides or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; and (vii) With regard to any Pledged Interests that are not certificated, any such Grantor of such non-certificated Pledged Interests (i) agrees promptly to note on its books the security interests granted to Agent and confirmed under this Agreement, (ii) agrees that after the occurrence and during the continuance of an Event of Default, it will comply with instructions of Agent or its nominee with respect to the applicable Pledged Interests without further consent by the applicable Grantor, (iii) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the Code) is the State of New York, (iv) agrees to notify Agent upon obtaining actual knowledge of any interest in favor of any person in the applicable Pledged Interests that is materially adverse to the interest of the Agent therein, other than any Permitted Liens and (v) waives any right or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Pledged Interests hereunder in the name of Agent or its nominee or the exercise of voting rights by Agent or its nominee to the extent permitted hereunder.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and Lender shall have given notice to the relevant Loan Party of Lender’s intent to exercise its corresponding rights pursuant to Section 8.5(b), each Loan Party shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent permitted in this Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which could impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and Lender shall give notice of its intent to exercise such rights to the relevant Loan Party or Loan Parties, (i) If any Grantor Lender shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends and distributions, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by and make application thereof to the Grantors Secured Obligations in trust for the benefit of Agent segregated from such Grantor’s other propertyorder as Lender may determine, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iiiii) Each Grantor shall promptly deliver to Agent a copy any or all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property shall be registered in the name of Lender or to effect any sale its nominee, and upon such notice being given Lender or transfer thereof; its nominee may thereafter exercise (vix) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant voting and other rights pertaining to such agreement Investment Property at any meeting of holders of the Capital Securities of the relevant Issuer or Issuers or otherwise and (Ay) are not any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Loan Party or Lender of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Lender may determine), all without liability except to account for property actually received by it, but Lender shall have no duty to any Loan Party to exercise any such right, privilege or option and shall not be dealt responsible for any failure to do so or delay in so doing. (c) Each Loan Party hereby authorizes and instructs each Issuer of any Investment Property pledged by such Loan Party hereunder to (i) comply with any instruction received by it from Lender in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitiesfurther instructions from such Loan Party, and each Loan Party agrees that each Issuer shall be fully protected in so complying and (Cii) are not and will not be held by such Grantor in a securities account. In additionunless otherwise expressly permitted hereby, none of pay any dividends, distributions or other payments with respect to the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionInvestment Property directly to Lender.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Administrative Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Administrative Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Administrative Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Administrative Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Administrative Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Administrative Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquiring or obtaining such Collateral) deliver to the Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received[reserved]; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests[reserved]; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Credit Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof;; and (vi) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide provides or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; and (vii) With regard to any Pledged Interests that are not certificated, any such Grantor of such non-certificated Pledged Interests (i) agrees promptly to note on its books the security interests granted to the Agent and confirmed under this Agreement, (ii) agrees that after the occurrence and during the continuation of an Event of Default, it will comply with instructions of Agent or its nominee with respect to the applicable Pledged Interests without further consent by the applicable Grantor, (iii) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the Code) is the State of New York, (iv) agrees to notify Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Interests that is materially adverse to the interest of the Agent therein, other than any Permitted Liens and (v) waives any right or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Pledged Interests hereunder in the name of Agent or its nominee or the exercise of voting rights by Agent or its nominee. (viii) If an Event of Default shall have occurred and be continuing, whether or not the Secured Parties or any of them exercise any available right to declare any Secured Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the Credit Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Interests shall be paid directly to the Agent and retained by it as part of the Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Grantors jointly and severally agree to execute and deliver to the Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Agent shall, upon request of the Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by the Agent to the Grantors. (ix) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Interests pledged hereunder to (i) comply with any instruction received by it from the Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and such Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Interests directly to the Agent for the benefit of the Secured Parties.

Investment Property. (ia) If any Each Grantor shall acquire, obtain, receive or become be entitled to receive and retain any Pledged Interests after the Closing Dateand all dividends, it shall promptly (interest, principal and in any event within five (5) Business Days of acquiring other distributions paid on or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are not prohibited by the terms of the Credit Agreement; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Securities required to be delivered to the Administrative Agent under this Agreement, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall, subject to the terms of Section 5.10(d) of the Credit Agreement and Section 3(b) hereof, (i) be and become part of the Collateral, and (ii) if received by any Grantor Grantor, shall be held by the Grantors in trust for the benefit of the Administrative Agent segregated from such Grantor’s other property, and such Grantor shall deliver it be forthwith delivered to the Administrative Agent in the exact same form received;as so received (with any necessary endorsement reasonably requested by the Administrative Agent). So long as no Specified Default has occurred and is continuing, the Administrative Agent shall, on terms to be agreed, deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities not prohibited by the Credit Agreement. (iiib) Each Grantor shall promptly deliver to Agent a copy In the case of each material notice or other material communication received Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it that are included in the Collateral and will comply with such terms insofar as such terms are applicable to it, and (ii) the terms of Sections 6.3(d) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(d) or 6.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Interests;Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and to the transfer of any Pledged Security to the Administrative Agent or its nominee following the occurrence and during the continuation of an Event of Default and, if an Event of Default has occurred and is continuing, to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security that are included in the Collateral. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and to the transfer of any Pledged Security to the Administrative Agent or its nominee following the occurrence and during the continuation of an Event of Default and, if an Event of Default has occurred and is continuing, to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security. (ivc) No interest of any Grantor shall make or consent to in any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or limited partnership interests, issued under any included in the Collateral that constitutes Pledged Operating Agreement Capital Stock shall be represented by a certificate unless (i) the limited liability company agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such partnership agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide expressly provides that such Pledged Interests are securities governed by interests shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code as in effect in any relevant UCC of the applicable jurisdiction, and (ii) such certificate shall be delivered to the Administrative Agent to the extent required by Section 5.2.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged InterestsInterests (notwithstanding the foregoing or any other provision of this Section 7(h) the limitations regarding the pledging of equity interests of CFCs as described in the Credit Agreement shall be in full force and effect); (ii) Upon Except with respect to ULC Shares, upon the occurrence and during the continuance of an Event of Default, following the request of either Co-Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, provincial, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none As of the Pledged Operating AgreementsClosing Date, the Pledged Partnership Agreements, or any other agreements each limited liability company agreement governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall expressly provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as UCC; provided however, in effect connection with any Grantor organized under the laws of Canada or a province or territory thereof, such Grantor covenants that all interest in any relevant jurisdiction.partnerships and limited liability companies shall be a “security” for the purposes of the STA (if applicable) ..

Investment Property. (a) The shares of Pledged Securities pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor. (b) All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable (or, with respect to the Pledged Securities that are Equity Interests in a partnership or limited liability company, has been duly and validly issued). (c) There are no restrictions on transfer (that have not been waived or otherwise consented to, including pursuant to Section 5.6(d) hereof) in the LLC Agreement governing any Pledged LLC Interest or the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict: (i) If any Grantor shall acquirethe grant of a security interest in the Pledged LLC Interests or the Pledged Partnership Interests, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests or the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the occurrence and during the continuance exercise of an Event of Default, following the request of Agent, all sums of money and property paid or distributed remedies in respect of the Investment Property that are received by any Grantor Pledged LLC Interests or the Pledged Partnership Interests, a transferee or assignee of a membership interest or a partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall be held by become a member or partner, as the Grantors case may be, of such LLC or Partnership, as the case may be, entitled to participate in trust for the benefit management thereof and, upon the transfer of Agent segregated from the entire interest of such Grantor’s other property, and such Grantor shall deliver cease to be a member or partner, as the case may be. (d) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it forthwith to Agent hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except (i) the exact form received; security interest created by this Agreement, (ii) the other Liens permitted by the Credit Agreement and (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received the security interest created by it in respect of any Pledged Interests;the Permitted Secured Notes Documents. (ivf) No Grantor shall make or consent is party to any amendment Partnership Agreement or other modification LLC Agreement that includes an election to treat the membership interests or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each partnership interests of such Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings as a security under federal, state, local, or foreign law to effect the perfection Section 8-103 of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionApplicable UCC.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five ten (510) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, provincial, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionjurisdiction or the Canadian Securities Transfer Act.

Investment Property. (a) As of the date hereof, the Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Grantor are listed in Schedule 2. The shares of Pledged Securities pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor which is a Domestic Subsidiary of such Grantor and 66% of the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor which is a Foreign Subsidiary. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Liens permitted pursuant to Section 9.03(g) or (h) of the Credit Agreement, and has rights in or the power to transfer the Investment Property in which a Lien is granted by it hereunder, free and clear of any Lien. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest or the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict: (i) If any Grantor shall acquirethe grant of a security interest in the Pledged LLC Interests or the Pledged Partnership Interests, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests or the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the occurrence and during the continuance exercise of an Event of Default, following the request of Agent, all sums of money and property paid or distributed remedies in respect of the Investment Property that are received Pledged LLC Interests or the Pledged Partnership Interests as provided for herein and otherwise as required by any Grantor then applicable law, a transferee or assignee of a membership interest or a partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall be become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof to the extent immediately theretofore held by the Grantors in trust for assignor or transferor, as the benefit case may be, and, upon the transfer of Agent segregated from the entire interest of such Grantor’s other property, and such Grantor shall deliver it forthwith cease to Agent in be a member or partner, as the exact form received;case may be. (iiic) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating AgreementsNotes constitutes the legal, the Pledged Partnership Agreements, or any other agreements governing any valid and binding obligation of the Pledged Interests issued under any Pledged Operating Agreement obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or Pledged Partnership Agreementaffecting creditors’ rights generally, provide general equitable principles (whether considered in a proceeding in equity or shall provide that such Pledged Interests are securities governed by Article 8 at law) and an implied covenant of the Uniform Commercial Code as in effect in any relevant jurisdictiongood faith and fair dealing.

Investment Property. (ia) If Each Grantor agrees that it will, upon obtaining any Grantor shall acquireadditional shares of stock or other securities required to be pledged hereunder, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such CollateralDays) deliver to Agent Secured Party a Pledge Supplement, duly executed Pledged Interests Addendum identifying such Pledged Interests; by Grantor, in substantially the form of Exhibit A (ii) Upon the occurrence and during the continuance of an Event of Defaulta "Pledge Supplement"), following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property additional Pledged Shares to be pledged pursuant to this Agreement. Each Grantor hereby authorizes Secured Party to attach each Pledge Supplement to this Agreement and agrees that are received by all Pledged Shares of Grantor listed on any Pledge Supplement shall for all purposes hereunder be considered Collateral of Grantor; provided, the failure of any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent execute a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver Pledge Supplement with respect to any additional Pledged InterestsShares pledged pursuant to this Agreement shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto. (b) Upon request Secured Party, Pledged Operating Agreementeach Grantor shall cause each Person which is an issuer of an uncertificated security included in the Collateral to execute and deliver all instruments and documents, and take all further action Secured Party may reasonably request, in order to perfect and protect any security interest granted or Pledged Partnership Agreementpurported to be granted in such uncertificated securities, to establish "control" (as such term is defined in the UCC) by Secured Party over such Collateral or enter into any agreement or permit to exist any restriction enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federalsuch Collateral, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitiesincluding, and (C) are not and will not be held by as applicable, register the security interest granted hereby upon the books of such Grantor Person in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by accordance with Article 8 of the Uniform Commercial Code as UCC, and deliver to Secured Party an Acknowledgment of Pledge, duly executed by such the issuer of the applicable uncertificated security, in effect in any relevant jurisdictionsubstantially the form of Exhibit B (an "Acknowledgment of Pledge").

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Datedate hereof, it shall promptly (and in any event within five sixty (560) Business Days days of acquiring or obtaining such Collateral) deliver to the Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;. ​ (ii) Upon the occurrence and during the continuance of an Event of Default, following the written request of Agentthe Collateral Agent to the Company, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of the Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Collateral Agent in the exact form received;received (with any necessary endorsement). (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, including any Pledged Operating Agreement, Agreement or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests Interests, including any Pledged Operating Agreement or Pledged Partnership Agreement, if the same is prohibited pursuant to the Loan Documents;Indenture. (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (viiv) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSecurities Account.

Investment Property. (i) As of the date hereof (a) it has no Securities Accounts other than those listed on Schedule VI hereto, and (b) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Interests with respect to which the Lender has a perfected security interest in such Pledged Interests (subject only to the Professional Fee Carve Out) having the priority required by the Loan Documents. (ii) If any Grantor shall acquireat any time hold or acquire any certificated securities, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it such Grantor shall promptly (a) notify the Lender thereof, and (b) upon request of the Lender and without derogating from the Lender’s rights in any event within five after-acquired Collateral pursuant to the DIP Order(s), either (5i) Business Days endorse, assign and deliver such certificated securities to the Lender, accompanied by such instruments of acquiring transfer or obtaining such Collateral) deliver to Agent a assignment duly executed Pledged Interests Addendum identifying such Pledged Interests; in blank, all in form and substance reasonably satisfactory to the Lender or (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed deliver such securities into a Securities Account with respect to which a Securities Account Control Agreement is in respect effect in favor of the Investment Property that are received Lender. If any securities now or hereafter acquired by any Grantor are uncertificated, such Grantor shall promptly (a) notify the Lender thereof, and (b) upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), either (i) grant Control to the Lender and cause the issuer to agree to comply with instructions from the Lender as to such securities, without further consent of any Grantor or such nominee, (ii) cause a security entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Lender has Control or (iii) arrange for the Lender to become the registered owner of the securities, in each case pursuant to an agreement in form and substance reasonably satisfactory to the Lender. No Grantor shall hereafter establish and maintain any Securities Account with any Securities Intermediary unless (1) the applicable Grantor shall have given the Lender ten (10) Business Days’ prior written notice of its intention to establish such new Securities Account with such Securities Intermediary, (2) such Securities Intermediary shall be held by reasonably acceptable to the Grantors Lender and (3) upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), such Securities Intermediary and such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account. Each Grantor shall accept any cash and Investment Property which are proceeds of the Pledged Interests in trust for the benefit of Agent segregated from the Lender and promptly upon receipt thereof, deposit any cash received by it into an account in which the Lender has Control, or with respect to any Investment Properties or additional securities, take such Grantor’s other property, and actions as required above with respect to such securities. No Grantor shall deliver it forthwith grant control over any Pledged Interests to Agent in any Person other than the exact form received;Lender. (iii) As between the Lender and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property and Pledged Interests, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Interests, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Lender, a Securities Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this SECTION 3.4(b) shall release or relieve any Securities Intermediary of its duties and obligations to the Grantors or any other Person under any Control Agreement or under applicable Law. Each Grantor shall promptly deliver to Agent a copy pay all Claims and fees of each material notice whatever kind or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver nature with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant pledged by it under this Security Agreement. In the event any Grantor shall fail to make such agreement (A) are not and shall not be dealt payment contemplated in or traded on securities exchanges or in securities marketsthe immediately preceding sentence, (B) the Lender may do not and will not constitute investment company securities, and (C) are not and will not be held by so for the account of such Grantor in a securities account. In addition, none of and the Pledged Operating Agreements, Grantors shall promptly reimburse and indemnify the Pledged Partnership Agreements, or any other agreements governing any of Lender for all costs and expenses incurred by the Pledged Interests issued Lender under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionthis SECTION 3.4(b) and under SECTION 9.3 hereof.

Investment Property. With respect to its Investment Property whether now existing or hereafter created or acquired and wheresoever located, each Grantor represents, warrants and covenants to the Administrative Agent for the benefit of the Secured Parties that: (i) If All of the Pledged Interests are, as of the date of execution of this Security Agreement or a Security Joinder Agreement by each Grantor pledging such Pledged Interests (such date as applicable with respect to each Grantor, its "Applicable Date"), and shall at all times thereafter be validly issued and outstanding, fully paid and non-assessable and constitute (i) 65% of the issued and outstanding Voting Securities (or if any Grantor shall acquireown less than 65% of such Voting Securities, obtainthen 100% of the Voting Securities owned by such Grantor) and 100% of the other issued and outstanding Subsidiary Securities of each Direct Foreign Subsidiary and (ii) all of the issued and outstanding Subsidiary Securities of all Domestic Subsidiaries, receive and are accurately described on Schedule 9(e)-1. (ii) The Grantor is as at its Applicable Date and shall at all times thereafter (subject to dispositions permitted by the Credit Agreement) be the sole registered and record and beneficial owner of the Pledged Interests, free and clear of all Liens, charges, equities, options, hypothecations, encumbrances and restrictions on pledge or become entitled transfer, including transfer of voting rights (other than the pledge hereunder and applicable restrictions pursuant to receive federal and state and applicable foreign securities laws). Without limiting the foregoing, the Pledged Interests are not and will not be subject to any voting trust, shareholders agreement, right of first refusal, voting proxy, power of attorney or other similar arrangement (other than the rights hereunder in favor of the Administrative Agent). (iii) At no time shall any Pledged Interests after (i) be held or maintained in the Closing Dateform of a security entitlement or credited to any securities account and (ii) which constitute a "security" (or as to which the related Pledged Subsidiary has elected to have treated as a "security") under Article 8 of the Uniform Commercial Code of the State of New York or of any other jurisdiction whose laws may govern (the "UCC") be maintained in the form of uncertificated securities. With respect to Pledged Interests that are "securities" under the UCC, or as to which the issuer has elected at any time to have such interests treated as "securities" under the UCC, such Pledged Interests are, and shall at all times be, represented by the share certificates listed on Schedule 9(e)-1 hereto, which share certificates, with stock powers duly executed in blank by the Grantor, have been delivered to the Administrative Agent or are being delivered to the Administrative Agent simultaneously herewith or, in the case of Additional Interests as defined in Section 21, shall be delivered pursuant to Section 21. Without limiting the foregoing provisions of this Section 2(c), with respect to any Pledged Interests issued by any Direct Foreign Subsidiary, Grantor shall deliver or cause to be delivered, in addition to or in substitution for all or any of the foregoing items, as the Administrative Agent may elect, such other instruments, certificates, agreements, notices, filings, and other documents, and take or cause to be taken such other action, as the Administrative Agent may determine to be necessary or advisable under the laws of the jurisdiction of formation of such Direct Foreign Subsidiary, to grant, perfect and protect as a first priority lien in such Collateral in favor of the Administrative Agent for the benefit of the Secured Parties. (iv) Except as otherwise expressly provided herein or pursuant to dispositions permitted under the Credit Agreement, none of the Pledged Interests (nor any interest therein or thereto) shall be sold, transferred or assigned without the Administrative Agent's prior written consent, which may be withheld for any reason. (v) It shall at all times cause the Pledged Interests of such Grantor that constitute "securities" (or which the issuer elects to have treated as "securities") under the UCC to be represented by the certificates now and hereafter delivered to the Administrative Agent in accordance with the terms hereof and that it shall promptly cause each of the Subsidiaries as to which it is the Grantor not to issue any Subsidiary Securities, or securities convertible into, or exchangeable or exercisable for, Subsidiary Securities, at any time during the term of this Security Agreement unless the Pledged Interests of such Subsidiary are issued solely to either (y) such Grantor who shall immediately comply with this Section 9(e) with respect to such property or (z) the Borrower or a Guarantor who shall immediately pledge such additional Subsidiary Securities to the Administrative Agent for the benefit of the Secured Parties pursuant to the terms hereof, as applicable, on substantially identical terms as are contained herein and deliver or cause to be delivered the appropriate documents described herein to the Administrative Agent and take such further actions as the Administrative Agent may deem necessary in order to perfect a first priority security interest in such Subsidiary Securities. (vi) Schedule 9(e)-2 attached hereto contains a true and complete description of (x) the name and address of each securities intermediary with which such Grantor maintains a securities account in which Other Investment Property is or may at any time be credited or maintained, and (y) all other Other Investment Property of such Grantor. (vii) Except with the express prior written consent of the Administrative Agent in each instance, all Other Investment Property shall be maintained at all times in the form of (a) certificated securities, which certificates shall have been delivered to the Administrative Agent together with duly executed undated stock powers endorsed in blank pertaining thereto, or (b) security entitlements credited to one or more securities accounts as to each of which the Administrative Agent has received (1) copies of the account agreement between the applicable securities intermediary and the Grantor and the most recent statement of account pertaining to such securities account (each certified to be true and correct by an officer of the Grantor) and (2) a Qualifying Control Agreement from the applicable securities intermediary which remains in full force and effect and as to which the Administrative Agent has not received any notice of termination. Without limiting the generality of the foregoing, no Grantor shall cause, suffer or permit any Investment Property to be credited to or maintained in any event within five securities account not listed on Schedule 9(e)-2 attached hereto except in each case upon giving not less than thirty (530) Business Days days' prior written notice to the Administrative Agent and taking or causing to be taken at such Grantor's expense all such Perfection Action, including the delivery of acquiring such Perfection Documents, as may be reasonably requested by the Administrative Agent to perfect or obtaining such Collateral) deliver to protect, or maintain the perfection and priority of, the Lien of the Administrative Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;for the benefit of the Secured Parties in Collateral contemplated hereunder. (iiviii) All dividends and other distributions with respect to any of the Investment Property shall be subject to the security interest conferred hereunder, provided, however, that cash dividends paid to a Grantor as record owner of the Investment Property may be disbursed to and retained by such Grantor so long as no Default or Event of Default shall have occurred and be continuing, free from any Lien hereunder. (ix) So long as no Default or Event of Default shall have occurred and be continuing, the registration of Investment Property in the name of a Grantor as record and beneficial owner shall not be changed and such Grantor shall be entitled to exercise all voting and other rights and powers pertaining to Investment Property for all purposes not inconsistent with the terms hereof or of any Qualifying Control Agreement relating thereto. (x) Upon the occurrence and during the continuance of an any Default or Event of Default, following at the request option of the Administrative Agent, all sums of money and property paid or distributed in respect rights of the Investment Property that are received by any Grantor Grantors to exercise the voting or consensual rights and powers which it is authorized to exercise pursuant to clause (iv) immediately above shall cease and the Administrative Agent may thereupon (but shall not be held by obligated to), at its request, cause such Collateral to be registered in the Grantors in trust name of the Administrative Agent or its nominee or agent for the benefit of Agent segregated from the Secured Parties and/or exercise such Grantor’s other propertyvoting or consensual rights and powers as appertain to ownership of such Collateral, and such to that end each Grantor shall deliver it forthwith hereby appoints the Administrative Agent as its proxy, with full power of substitution, to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent vote and exercise all other rights as a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver shareholder with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the such Investment Property upon the occurrence and during the continuance of any Default or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interestsEvent of Default, issued under any Pledged Operating Agreement or Pledged Partnership Agreementwhich proxy is coupled with an interest and is irrevocable until the Facility Termination Date, and each Grantor hereby covenants agrees to provide such further proxies as the Administrative Agent may request; provided, however, that the Pledged Interests issued pursuant Administrative Agent in its discretion may from time to such agreement (A) are not time refrain from exercising, and shall not be dealt in obligated to exercise, any such voting or traded on securities exchanges consensual rights or such proxy. (xi) Upon the occurrence and during the continuance of any Default or Event of Default, all rights of the Grantors to receive and retain cash dividends and other distributions upon or in securities markets, respect to Investment Property pursuant to clause (Biii) do not above shall cease and will not constitute investment company securitiesshall thereupon be vested in the Administrative Agent for the benefit of the Secured Parties, and each Grantor shall, or shall cause, all such cash dividends and other distributions with respect to the Investment Property to be promptly delivered to the Administrative Agent (Ctogether, if the Administrative Agent shall request, with any documents related thereto) are not and will not to be held held, released or disposed of by such Grantor in a securities account. In additionit hereunder or, none at the option of the Pledged Operating AgreementsAdministrative Agent, to be applied to the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSecured Obligations.

Investment Property. (ia) If any The shares of Pledged Stock pledged by such Grantor shall acquire, obtain, receive or become entitled to receive any Pledged hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining each Issuer owned by such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;Grantor. (iib) Upon All the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect shares of the Investment Property that Pledged Stock have been duly and validly issued and are received by fully paid and nonassessable. None of the Pledged Stock is subject to any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other propertyvoting trust, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice shareholder agreement or voting agreement or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make agreement, right instrument or consent to any amendment or other modification or waiver understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting agreement, other than limited liability company agreements, partnership agreements or other governing documents of the relevant Issuer. None of the Pledged InterestsStock is subject to an existing option, Pledged Operating Agreementwarrant, call, right, commitment or Pledged Partnership Agreementother agreement, and there is no membership interest or enter into other Equity Interests outstanding required to be pledged hereunder in any agreement Subsidiary, that upon conversion or permit exchange would require, the issuance by the applicable Grantor of any additional membership interests or other Equity Interests of such Subsidiary or other securities convertible into, exchangeable for or evidencing the right to exist any restriction with respect to any Pledged subscribe for or purchase, a membership interest or other Equity Interests if the same is prohibited pursuant to the Loan Documents;of such Subsidiary. (vc) Each Grantor agrees Unless otherwise consented to by the Collateral Agent, Equity Interests required to be pledged hereunder in any Subsidiary that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all is organized as a limited liability company or limited partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement and pledged hereunder shall either (Ai) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitiesrepresented by a certificate, and (C) are not and will not be held by in the Organizational Documents of such Subsidiary, the applicable Grantor in shall cause the Issuer of such interests to elect to treat such interests as a securities account. In addition, none “security” within the meaning of Article 8 of the Pledged Operating AgreementsUniform Commercial Code of its jurisdiction of organization or formation, as applicable, by including in its Organizational Documents language substantially similar to the Pledged Partnership Agreementsfollowing and, or any other agreements governing any accordingly, such interests shall be governed by Article 8 of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or Uniform Commercial Code: “The [partnership/limited liability company] hereby irrevocably elects that all [partnership/membership] interests in the [partnership/limited liability company] shall provide that such Pledged Interests are be securities governed by Article 8 of the Uniform Commercial Code of [jurisdiction of organization or formation, as applicable]. Each certificate evidencing [partnership/membership] interests in effect the [partnership/limited liability company] shall bear the following legend: “This certificate evidences an interest in [name of [partnership/limited liability company]] and shall be a security for purposes of Article 8 of the Uniform Commercial Code. “ No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any relevant jurisdictionnew certificates thereafter issued shall not bear the foregoing legend.” or (ii) not have elected to be treated as a “security” within the meaning of Article 8 of the Uniform Commercial Code and shall not be represented by a certificate. (d) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (e) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free and clear of any and all Liens, encumbrances or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and as permitted by the Credit Agreement.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which could impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends and distributions, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Investment Property at any meeting of holders of the equity interests of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor shall be held by or the Grantors in trust for the benefit Administrative Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyInvestment Property, and such Grantor shall in connection therewith, the right to deposit and deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy any and all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to effect account for property actually received by it, but the Administrative Agent shall have no duty to any sale Grantor to exercise any such right, privilege or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in or traded on securities exchanges or in securities markets, so doing. (Bc) do not Each Grantor hereby authorizes and will not constitute investment company securities, and (C) are not and will not be held instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in a securities account. In additionwriting that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or without any other agreements governing or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any of dividends, distributions or other payments with respect to the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of Investment Property directly to the Uniform Commercial Code as in effect in any relevant jurisdictionAdministrative Agent.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and Purchasers shall have given written notice to the relevant Grantor of Purchasers’ intent to exercise their corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent permitted in the Note Purchase Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which would reasonably be expected to materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Note Purchase Agreement, this Agreement or any other Note Document. (b) If an Event of Default shall occur and be continuing and Purchasers shall give notice of Purchasers’ intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor Purchasers shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after and all cash dividends and distributions, payments or other Proceeds paid in respect of the Closing DateInvestment Property and make application thereof to the Secured Obligations in such order as Purchasers may determine in their discretion, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon Purchasers shall have the right to cause any or all of the Investment Property to be registered in the name of Purchasers or their nominee and (iii) Purchasers or their nominee may exercise (x) all voting and other rights pertaining to such Investment Property at any meeting of holders of the equity interests of the relevant Issuer or Issuers or otherwise (or by written consent) and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if they were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or Purchasers of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Purchasers may determine), all without liability except to account for property actually received by it, but Purchasers shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) After the occurrence and during the continuance of an Event of Default, following each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from Purchasers in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the request terms of Agentthis Agreement, all sums of money without any other or further instructions from such Grantor, and property paid each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends, distributions or distributed in other payments with respect of to the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith directly to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionPurchasers.

Investment Property. (ia) If Schedule 1 sets forth a complete and accurate list of all Pledged Stock pledged by each Grantor hereunder for which the Grantors are required to take perfection steps in accordance with the Collateral and Guarantee Requirements. The Pledged Stock constitutes all issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor which is required to be pledged pursuant to the terms of the Credit Agreement and perfected pursuant to the Collateral and Guarantee Requirements; it being understood that any ongoing requirement to take perfection steps with respect to such Equity Interests shall be subject to and limited by the terms of the Collateral and Guarantee Requirements. Each Grantor has delivered or shall acquire, obtain, receive or become entitled to receive any Pledged Interests deliver within ten (10) Business Days after the Closing Date, it Restatement Effective Date (or such longer period as the Collateral Agent shall promptly agree in its sole discretion) (and in any event or within five (5) Business Days of acquiring after the date such Grantor becomes a party to this Agreement, as applicable, or obtaining such Collaterallonger period as the Administrative Agent shall agree in its sole discretion) deliver all Certificated Securities constituting Collateral held by such Grantor in a Subsidiary on the Restatement Effective Date (or the date such Grantor becomes a party to Agent a this Agreement, as applicable) to the Collateral Agent, together with duly executed Pledged Interests Addendum identifying undated blank stock powers, or other equivalent instruments of transfer acceptable to the Collateral Agent in accordance with Section 4.04 below and (assuming possession by the Collateral Agent) the Collateral Agent has a first-priority Lien in such Pledged Interests;Stock, subject in each case to the Collateral and Guarantee Requirements. (b) With respect to any Subsidiary of any Grantor that is (i) a corporation, business trust, joint stock company or similar Person, all Pledged Stock issued by such Subsidiary is duly authorized and validly issued, fully paid and non-assessable, and, with respect to each Domestic Subsidiary, represented by a certificate or certificates; and (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid a partnership or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interestscompany, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged no Equity Interests issued pursuant to by such agreement Subsidiary (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitieswith respect to any Domestic Subsidiary, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall expressly provide that such Pledged Equity Interests are securities governed by Article 8 of the Uniform Commercial Code UCC or (C) are held in a Securities Account, except, with respect to this Section 3.06(b)(ii), Equity Interests (x) for which the Collateral Agent is the registered owner or (y) with respect to which the Issuer has agreed in an authenticated record with such Grantor and the Collateral Agent to comply with any instructions of the Collateral Agent without the consent of such Grantor following the occurrence of an Event of Default. (c) With respect to Certificated Securities received after the Restatement Effective Date, the applicable Grantor has and shall deliver all such Certificated Securities within five (5) Business Days after the date such Subsidiary becomes a Grantor or, as the context may require, within five (5) Business Days after the date which such Person becomes a party to this Agreement as an additional Grantor as and when required by Section 6.12 of the Credit Agreement (or, in each case, such longer period as the Collateral Agent may permit in its sole discretion), together with duly executed undated blank stock powers, or other equivalent instruments of transfer acceptable to the Agent. (d) With respect to Uncertificated Securities constituting Collateral owned by any Grantor in a Subsidiary on the Restatement Effective Date (or the date such Grantor becomes a party to this Security Agreement, as applicable), such Grantor has and shall cause the Issuer thereof either to (i) register the Collateral Agent as the registered owner of such security or (ii) agree in an authenticated record with such Grantor and the Collateral Agent that such Issuer will comply with instructions with respect to such security originated by the Collateral Agent without further notice to or consent of such Grantor following the occurrence of an Event of Default. (e) With respect to any Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use its commercially reasonable efforts to cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further notice to or consent of such Grantor upon the occurrence and during the continuance of an Event of Default, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent. The Collateral Agent shall have the right, effective immediately upon the occurrence and during the continuance of an Event of Default, without notice to any Grantor or any further consent of the Grantors, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Collateral consisting of Securities (the “Security Collateral”), without any indication that such Security Collateral is subject to the security interest hereunder, subject only to the revocable rights specified herein. Upon the request of the Collateral Agent, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder. (f) The percentage of the issued and outstanding Pledged Stock of each Subsidiary pledged on the Restatement Effective Date by each Grantor hereunder and subject to perfection requirements pursuant to the Collateral and Guarantee Requirements is as set forth on Schedule 1 (and each delivery of Pledged Stock after the Restatement Effective Date shall be accompanied by a schedule describing such Pledged Stock, which schedule shall be attached hereto as Schedule 1 and made a part hereof and thereof and shall supplement any such prior Schedule 1 so delivered; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Stock). (g) Schedule 1 sets forth a complete and accurate list of all Pledged Debt of the Grantors with an individual aggregate principal amount in excess of $1,000,000 (excluding any intercompany indebtedness) pledged by each Grantor hereunder as of the Restatement Effective Date (and each delivery of Pledged Debt after the Restatement Effective Date shall be accompanied by a schedule describing such Pledged Debt, which schedule shall be attached hereto as a supplement to Schedule 1 and made a part hereof and thereof and shall supplement any such prior Schedule 1 so delivered; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Debt). Any Pledged Debt issued by any Subsidiary of any Grantor constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. All certificates, agreements or instruments evidencing the Pledged Debt have been delivered (or will be delivered upon giving effect to the Restatement Effective Date) to the Collateral Agent with allonges or transfer powers in blank or other instruments and documents as may be necessary or desirable or that the Collateral Agent may reasonably request (and assuming possession by the Collateral Agent) the Collateral Agent has a perfected first-priority security interest therein to the extent required by this Agreement (provided, however, that prior to the occurrence of an Event of Default, the Grantors shall not be required to deliver any relevant jurisdictionindividual instrument evidencing Pledged Debt in an amount less than $1,000,000 and after an Event of Default any and all instruments evidencing any Pledged Debt together with instruments and documents of transfer relating thereto shall be required to be delivered without further request of the Collateral Agent).

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and Lenders shall have given written notice to the relevant Grantor of Lenders’ intent to exercise their corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent permitted in the Facility Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which would reasonably be expected to materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Facility Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and Lenders shall give notice of Lenders’ intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor Lenders shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after and all cash dividends and distributions, payments or other Proceeds paid in respect of the Closing DateInvestment Property constituting Collateral and make application thereof to the Secured Obligations in such order as Lenders may determine in their discretion, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon Lenders shall have the right to cause any or all of the Investment Property constituting Collateral to be registered in the name of Lenders or their nominee and (iii) Lenders or their nominee may exercise (x) all voting and other rights pertaining to such Investment Property constituting Collateral at any meeting of holders of the equity interests of the relevant Issuer or Issuers or otherwise (or by written consent) and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property constituting Collateral as if they were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property constituting Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or Lenders of any right, privilege or option pertaining to such Investment Property constituting Collateral, and in connection therewith, the right to deposit and deliver any and all of the Investment Property constituting Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Lenders may determine), all without liability except to account for property actually received by it, but Lenders shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) After the occurrence and during the continuance of an Event of Default, following each Grantor hereby authorizes and instructs each Issuer of any Investment Property constituting Collateral pledged by such Grantor hereunder to (i) comply with any instruction received by it from Lenders in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the request terms of Agentthis Agreement, all sums of money without any other or further instructions from such Grantor, and property paid each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends, distributions or distributed in other payments with respect of to the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith constituting Collateral directly to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionLenders.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests that constitute Pledged Companies after the Closing Date, it shall promptly (and in any event within five 30 days (5or such longer period as agreed to in writing by Borrower, Collateral Agent and the Required Lenders) Business Days of acquiring or obtaining such Collateral) deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Property Pledged Companies that are received by any Grantor shall be held by the Grantors in trust for the benefit of Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Collateral Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged InterestsCompanies; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged InterestsCompanies, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests Companies if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof;; and (vi) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide provides or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; and (vii) With regard to any Pledged Interests that are not certificated, to the extent any Grantor is an issuer of such non-certificated Pledged Interests, such Grantor in its capacity as an issuer (i) agrees promptly to note on its books the security interests granted to Collateral Agent and confirmed under this Agreement, (ii) agrees that after the occurrence and during the continuation of an Event of Default, it will comply with instructions of Collateral Agent or its nominee with respect to the applicable Pledged Interests without further consent by the applicable Grantor, (iii) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the UCC) is the State of New York, (iv) agrees to notify Collateral Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Interests that is materially adverse to the interest of Collateral Agent therein, other than any Permitted Liens and (v) waives any right or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Pledged Interests hereunder in the name of Collateral Agent or its nominee or the exercise of voting rights by Collateral Agent or its nominee.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests that constitute Pledged Companies after the Closing Date, it shall promptly (and in any event within five 30 days (5or such longer period as agreed to in writing by Borrower and the Required Lenders) Business Days of acquiring or obtaining such Collateral) deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Property Pledged Companies that are received by any Grantor shall be held by the Grantors in trust for the benefit of Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Collateral Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged InterestsCompanies; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged InterestsCompanies, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests Companies if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof;; and (vi) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide provides or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; and (vii) With regard to any Pledged Interests that are not certificated, to the extent any Grantor is an issuer of such non-certificated Pledged Interests, such Grantor in its capacity as an issuer (i) agrees promptly to note on its books the security interests granted to Collateral Agent and confirmed under this Agreement, (ii) agrees that after the occurrence and during the continuation of an Event of Default, it will comply with instructions of Collateral Agent or its nominee with respect to the applicable Pledged Interests without further consent by the applicable Grantor, (iii) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the UCC) is the State of New York, (iv) agrees to notify Collateral Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Interests that is materially adverse to the interest of Collateral Agent therein, other than any Permitted Liens and (v) waives any right or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Pledged Interests hereunder in the name of Collateral Agent or its nominee or the exercise of voting rights by Collateral Agent or its nominee.

Investment Property. With respect to its Investment Property constituting Collateral, whether now existing or hereafter created or acquired and wheresoever located, each Grantor represents, warrants and covenants to the Secured Party that: (i) If any Schedule 9(e) attached hereto contains a true and complete description of (x) the name and address of each securities intermediary with which such Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing maintains a securities account as of its Applicable Date, it shall promptly and (and y) all other Investment Property of such Grantor other than interests in any event within five (5) Business Days of acquiring or obtaining Subsidiaries in which such Collateral) deliver Grantor has granted a Lien to Agent the Secured Party pursuant to a duly executed Pledged Interests Addendum identifying such Pledged Interests;Pledge Agreement. (ii) Except with the express prior written consent of the Secured Party in each instance, all Investment Property other than interests in Subsidiaries in which such Grantor has granted a Lien to the Secured Party pursuant to a Pledge Agreement shall be maintained at all times in the form of (a) certificated securities, which certificates shall have been delivered to the Secured Party together with duly executed undated stock powers endorsed in blank pertaining thereto, or (b) security entitlements credited to one or more securities accounts as to each of which the Secured Party has received (1) copies of the account agreement between the applicable securities intermediary and such Grantor and the most recent statement of account pertaining to such securities account (each certified to be true and correct by an officer of such Grantor) and (2) a Qualifying Control Agreement from the applicable securities intermediary which remains in full force and effect and as to which the Secured Party has not received any notice of termination. Without limiting the generality of the foregoing, no Grantor shall cause, suffer or permit any Investment Property to be credited to or maintained in any securities account not listed on Schedule 9(e) attached hereto except in each case upon giving prior written notice to the Secured Party. (iii) All dividends and other distributions with respect to any of the Investment Property shall be subject to the security interest conferred hereunder. (iv) So long as no Default shall have occurred and be continuing, the registration of Investment Property in the name of a Grantor as record and beneficial owner shall not be changed and such Grantor shall be entitled to exercise all voting and other rights and powers pertaining to Investment Property for all purposes not inconsistent with the terms hereof or of any Qualifying Control Agreement relating thereto. (v) Upon the occurrence and during the continuance of an Event of any Default, following at the request option of Agentthe Secured Party, all sums of money and property paid or distributed in respect rights of the Investment Property that are received by any Grantor shall be held by Grantors to exercise the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, voting or consensual rights and such Grantor shall deliver powers which it forthwith is authorized to Agent in the exact form received; (iii) Each Grantor shall promptly deliver exercise pursuant to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; clause (iv) No immediately above shall cease and the Secured Party may thereupon (but shall not be obligated to), at its request, cause such Collateral to be registered in the name of the Secured Party or its nominee or agent and/or exercise such voting or consensual rights and powers as appertain to ownership of such Collateral, and to that end each Grantor shall make or consent hereby appoints the Secured Party as its proxy, with full power of substitution, to any amendment or vote and exercise all other modification or waiver rights as a shareholder with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the such Investment Property upon the occurrence and during the continuance of any Default, which proxy is coupled with an interest and is irrevocable until the Facility Termination Date, and each Grantor hereby agrees to provide such further proxies as the Secured Party may request; provided, however, that the Secured Party in its discretion may from time to time refrain from exercising, and shall not be obligated to exercise, any such voting or to effect any sale consensual rights or transfer thereof;such proxy. (vi) As Upon the occurrence and during the continuance of any Default, all rights of the Grantors to all limited liability company receive and retain cash dividends and other distributions upon or partnership interestsin respect to Investment Property pursuant to clause (iii) above shall cease and shall thereupon be vested in the Secured Party, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, and each Grantor hereby covenants that shall, or shall cause, all such cash dividends and other distributions with respect to the Pledged Interests issued pursuant Investment Property to such agreement be promptly delivered to the Secured Party (Atogether, if the Secured Party shall request, with any documents related thereto) are not and shall not to be dealt in held, released or traded on securities exchanges or in securities marketsdisposed of by it hereunder or, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none at the option of the Pledged Operating AgreementsSecured Party, to be applied to the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSecured Obligations.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Agent shall have given notice to the relevant Credit Party of the Agent’s intent to exercise its corresponding rights pursuant to Section 4.8(b), each Credit Party shall be permitted to receive all cash dividends and cash distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent not otherwise prohibited by the Credit Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which could materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall have occurred and be continuing and the Agent shall give notice of its intent to exercise such rights to the relevant Credit Party or Credit Parties, (i) If any Grantor the Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends and distributions, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by and make application thereof to the Grantors Obligations in trust for such order as the benefit of Agent segregated from such Grantor’s other propertymay determine in its Permitted Discretion, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iiiii) Each Grantor shall promptly deliver to Agent a copy any or all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property shall be registered in the name of the Agent or to effect any sale its nominee, and the Agent or transfer thereof; its nominee may thereafter exercise (vix) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant voting and other rights pertaining to such agreement Investment Property at any meeting of holders of the equity interests of the relevant issuer or issuers or otherwise and (Ay) are not any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any issuer, or upon the exercise by any Credit Party or the Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine), all without liability except to account for property actually received by it, but the Agent shall have no duty to any Credit Party to exercise any such right, privilege or option and shall not be dealt responsible for any failure to do so or delay in so doing. (c) Each Credit Party hereby authorizes and instructs each issuer of any Investment Property pledged by such Credit Party hereunder to (i) comply with any instruction received by it from the Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitiesfurther instructions from such Credit Party, and each Credit Party agrees that each issuer shall be fully protected in so complying and (Cii) are not and will not be held by such Grantor in a securities account. In additionunless otherwise expressly permitted hereby, none of pay any cash dividends, distributions or other payments with respect to the Pledged Operating Agreements, Investment Property directly to the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionAgent.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Securities and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting, corporate or other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which could impair the Collateral or which would result in any violation of any provision of the Credit Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after and all cash dividends and distributions, payments or other Proceeds paid in respect of the Closing DateInvestment Property and make application thereof to the Secured Obligations in accordance with Section 10.02 of the Credit Agreement, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Investment Property at any meeting of holders of the Stock of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to the Investment Property directly to the Administrative Agent. (d) After the occurrence and during the continuance continuation of an Event of Default, following if the request Issuer of Agentany Investment Property is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all sums rights of money and property paid or distributed the Grantor in respect of thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Investment Property that are received issued by any Grantor such Issuer shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other propertycease, and all such Grantor rights shall deliver it forthwith to Agent thereupon become vested in the exact form received; (iii) Each Grantor Administrative Agent who shall promptly deliver thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent a copy of each material notice shall have no duty to exercise any such voting or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not consensual rights and shall not be dealt responsible for any failure to do so or delay in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionso doing.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five sixty days (5or such longer period as agreed to by Agent in writing in its sole discretion) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Upon the occurrence and during the continuance of an Event of Default, each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan DocumentsCredit Agreement; (v) Each Subject to the last paragraph of Section 3 hereof, each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign local law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof;of the Investment Property; and (vi) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt to the extent each interest in any limited liability company or traded on securities exchanges limited partnership controlled now or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held the future by such Grantor in and pledged hereunder is a securities account. In addition, none “security” within the meaning of Article 8 of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities Code and is governed by Article 8 of the Uniform Commercial Code as in effect Code, such interest shall be certificated and (B) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further covenants and agrees that with respect to any interest in any relevant jurisdictionlimited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the Code, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the Code, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to Agent pursuant to the terms hereof.

Investment Property. (ia) If any Grantor shall acquire, obtain, receive or become entitled Schedule 2 hereto (as such schedule may be amended from time to receive any time) sets forth under the headings “Pledged Interests after the Closing Date, it shall promptly (Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests,” and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed “Pledged Interests Addendum identifying such Pledged Trust Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent,” respectively, all sums of money and property paid or distributed in respect of the Investment Property that are received Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor shall and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule. Schedule 2 hereto (as such schedule may be held amended from time to time) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor and all of such Pledged Debt Securities and Pledged Notes have been duly authorized, authenticated or issued, and delivered and is the Grantors legal, valid and binding obligation of the issuers thereof enforceable in trust for accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and the benefit Intercompany Notes when issued will constitute all of Agent segregated from the issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor’s other property. Schedule 2 hereto (as such schedule may be amended from time to time) sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor shall deliver it forthwith to has not consented to, and is not otherwise aware of, any Person (other than the Revolving Credit Administrative Agent (as defined in the exact form received; ABL Intercreditor Agreement), Administrative Agent or the Second Lien Administrative Agent pursuant hereto) having “control” (iii) Each Grantor shall promptly deliver to Agent a copy within the meanings of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged InterestsSections 8-106, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals 9-106 and making all necessary filings under federal, state, local, or foreign law to effect the perfection 9-104 of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (viUCC) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreementsover, or any other agreements governing interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto; (i) The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor and (ii) the shares of Pledged Equity Interests pledged by such Grantor to secure the Borrower Obligations hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock of each Issuer directly owned by such Grantor, or, in the case of Foreign Subsidiary Voting Stock, no more than 65% of the outstanding Foreign Subsidiary Voting Stock and non-voting Capital Stock of each relevant Issuer directly owned by such Grantor. (c) All the shares of the Pledged Equity Interests have been duly and validly issued under and are fully paid and nonassessable. (d) The terms of any uncertificated Pledged Operating Agreement or LLC Interests and Pledged Partnership Agreement, provide or shall Interests do not provide that such Pledged Interests they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the “issuer’s jurisdiction” of each Issuer thereof (as such term is defined in the Uniform Commercial Code in effect in such jurisdiction); provided that if any relevant such Pledged LLC Interests or Pledged Partnership Interests shall subsequently be governed by Article 8 of the Uniform Commercial Code, the Grantors shall give the Administrative Agent 30 days prior notice thereof and shall perfect the Administrative Agent’s security interest pursuant to the terms hereof. (i) There are no certificated Pledged LLC Interests or Pledged Partnership Interests which provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the “issuer’s jurisdiction” of each Issuer thereof, except those for which certificates relating thereto have been delivered to the Administrative Agent pursuant to the terms hereof, and (ii) each applicable Grantor hereby covenants and agrees that, without the prior express written consent of the Administrative Agent, it will not agree to any election by any partnership or limited liability company, as applicable, to treat the Pledged Partnership Interests or Pledged LLC Interests, as applicable, as securities governed by the Uniform Commercial Code of the “issuer’s jurisdiction” of such Grantor and in any event will promptly notify the Administrative Agent in writing if the representation set forth in Section 4.6(e) hereof becomes untrue for any reason and, in such event, take such action as the Administrative Agent may request in order to establish the Administrative Agent’s “control” (within the meaning of Section 8-106 of the Uniform Commercial Code) over such Pledged Partnership or Pledge LLC Interests, as applicable. (f) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests. (g) Each Issuer that is an Affiliate and that is not a Grantor hereunder has executed and delivered to the Administrative Agent an Acknowledgment and Agreement, in substantially the form of Exhibit A, to the pledge of the Pledged Securities pursuant to this Agreement.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.; and

Investment Property. (ia) If Such Grantor (1) has no Securities Accounts or Commodity Accounts other than those listed in the Perfection Certificate and the Secured Party has a perfected, first-priority security interest in any Securities Accounts and Commodity Accounts that constitute Pledged Collateral by Control; and (2) does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in the Perfection Certificate. (b) Such Grantor shall acquirenot hereafter establish or maintain any Securities Account or Commodity Account that constitutes Pledged Collateral with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Grantor shall have given the Secured Party at least 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account, obtain(2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Secured Party and (3) such Securities Intermediary or Commodity Intermediary, receive as the case may be, and such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or become entitled Commodity Account, as the case may be. Such Grantor shall accept any cash and Investment Property constituting Pledged Collateral in trust for the benefit of the Secured Party and within one (1) Business Day of actual receipt thereof, deposit any cash or such Investment Property and any new securities, instruments, documents or other property by reason of ownership of such Investment Property (other than payments of a kind described in Section 6.4), in each case constituting Pledged Collateral, received by it into an account over which the Secured Party has Control. The Secured Party agrees with each Grantor that the Secured Party shall not give any Entitlement Orders or instructions or directions to receive any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary unless an Event of Default has occurred and is continuing. No Grantor shall grant control over any Investment Property to any Person other than the Secured Party. (c) All certificates, agreements or instruments representing or evidencing the Securities Collateral owned by such Grantor and in existence on the date hereof have been delivered to the Secured Party in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, and the Secured Party has a perfected, first-priority security interest therein, subject to no other Liens. If such Grantor shall at any time hold or acquire any certificated securities constituting Investment Property constituting Pledged Interests after the Closing DateCollateral, it such Grantor shall promptly (a) endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in any event within five blank, all in form and substance reasonably satisfactory to the Secured Party, or (5) Business Days of acquiring or obtaining such Collateralb) deliver such securities into a Securities Account with respect to Agent which a duly executed Pledged Interests Addendum identifying Control Agreement is in effect in favor of the Secured Party. The Secured Party may, at any time upon the occurrence and during the continuance of any Event of Default, endorse, assign or otherwise transfer to or register in the name of the Secured Party or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Pledged Interests; (ii) Upon Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, following the request Secured Party may at any time exchange certificates representing or evidencing Securities Collateral for certificates of Agentsmaller or larger denominations. (d) The Secured Party has a perfected, first-priority security interest in all sums uncertificated Pledged Securities pledged by such Grantor hereunder that are in existence on the date hereof, subject to no other Liens. If any securities now or hereafter acquired by such Grantor constituting Investment Property that is Pledged Collateral are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Secured Party thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause the issuer to agree to comply with instructions from the Secured Party as to such securities, without further consent of money any Grantor or such nominee, (ii) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Secured Party has Control, (iii) arrange for the Secured Party to become the registered owner of the securities or (iv) at the Secured Party’s request, cause such Pledged Securities to become certificated and property paid delivered to the Secured Party in accordance with Section 3.7(c). (e) As between the Secured Party and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or distributed in respect the destruction of the Investment Property that are received by and Pledged Securities, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Secured Party, a Securities Intermediary, Commodity Intermediary, any Grantor or any other Person; provided, that nothing contained in this paragraph shall be held by release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Grantors in trust for the benefit of Agent segregated from such Grantor’s or any other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) person under any Control Agreement or under applicable law. Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver pay all Claims and fees with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or and Pledged Securities pledged by it under this Agreement. In the event any Grantor shall fail to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interestsmake such payment contemplated in the immediately preceding sentence, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to Secured Party may do so for the account of such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitiesGrantor, and (C) are not the Grantors shall promptly reimburse and will not be held indemnify the Secured Party from all costs and expenses incurred by such Grantor the Secured Party under this paragraph in a securities account. In addition, none of accordance with the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Loan Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan DocumentsSenior Agreements; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, subject to the proviso contained in Section 2(m), none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction. (vii) The provisions of this Section 6(g) shall be applicable to Pledged Interests only at such time as they constitute Collateral pursuant to Section 2(m).

Investment Property. (ia) If any Grantor shall acquireSchedule 2 hereto sets forth under the headings “Pledged Stock”, obtain“Pledged LLC Interests” and “Pledged Partnership Interests”, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agentrespectively, all sums of money and property paid or distributed in respect of the Investment Property that are received Pledged Stock, Pledged LLC Interests and Pledged Partnership Interests owned by any Grantor shall be held and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests or percentage of partnership interests of the respective issuers thereof indicated on such Schedule. Schedule 2 hereto sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes owned by any Grantor, and all of such Pledged Debt Securities and Pledged Notes, have been, in the Grantors in trust for the benefit case of Agent segregated from those issued by Affiliates of such Grantor’s , or, in the case of those issued by Persons that are not Affiliates of such Grantor, to the knowledge of such Grantor have been, duly authorized, authenticated, issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms and are not in default and, in the case of those issued by Affiliates of such Grantor, constitute all of the issued and outstanding inter-company indebtedness owed by such Affiliates to such Grantor evidenced by an instrument or certificated security of the respective issuers thereof. Schedule 2 hereto sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts,” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts (other propertythan Excluded Accounts) in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor shall deliver it forthwith to has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent in pursuant hereto) having “control” (within the exact form received;meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto. (iiib) Each The shares of Pledged Stock pledged by such Grantor shall promptly deliver to Agent a copy hereunder constitute all of the issued and outstanding shares of all classes of the Equity Interests of each material notice or Issuer owned by such Grantor other material communication received by it than any such Equity Interests that are Excluded Assets. (c) All the shares of the Pledged Equity Interests have been duly and validly issued and are fully paid and nonassessable. No Grantor is in respect default of its obligations under any Organizational Document of any Issuer of Pledged Equity Interests;. (ivd) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any None of the Pledged Interests, Pledged Operating AgreementLLC Interests are, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; represent interests in entities that (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (Aa) are not and shall not be registered as investment companies, (b) are dealt in or traded on securities exchanges or in markets or (c) have opted to be treated as securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in of any relevant jurisdiction. (e) Other than (i) consents, approvals, authorizations, filings, notices, or other actions that have been obtained and that are still in force and effect, and (ii) filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing or recordation, as of the Closing Date, no consent, approval or authorization of any Person is required for the pledge by such Grantor of the Pledged Equity Interests pursuant to this Agreement or for the execution, delivery or performance of this Agreement by such Grantor, whether under the Organizational Documents of any Issuer of Pledged Equity Interests or any applicable Requirement of Law. (f) Such Grantor is the record and beneficial owner of, and has good and valid title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except for, in the case of any of the foregoing Collateral other than Pledged Equity Interests, Permitted Liens and, in the case of Pledged Equity Interests, Permitted Equity Liens, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Collateral and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Administrative Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received (including the Pledged Collateral) of any or all of the Grantors and make application thereof to the Secured Obligations as provided in Section 6.5, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be held by fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Grantors in trust Pledged Collateral directly to the Administrative Agent. (d) If an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to apply the balance from any Deposit Account, or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of Agent segregated from such Grantor’s other propertythe Administrative Agent, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interestsbe applied, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent Obligations in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt order as set forth in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionSection 6.5.

Investment Property. (ia) If The Pledged Capital Stock, pledged by such Grantor hereunder, constitutes all the issued and outstanding shares of all classes of the Capital Stock of each Issuer of such Capital Stock owned by such Grantor. (b) All of the Pledged Capital Stock has been duly and validly issued and is fully paid and nonassessable. (c) Each of the Pledged Notes, if any, pledged by such Grantor hereunder constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any Grantor shall acquireand all Liens or options in favor of, obtainor claims of, receive or become entitled to receive any other Person, except the security interest created by this Agreement. (e) No Person other than the Agent has Control over any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days Capital Stock of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;Grantor. (iif) Upon All such action as may be required under the Constituent Document governing any Pledged Capital Stock has been taken such that, upon the occurrence and during the continuance of an Event of Default, following the request of Agent, Agent shall be entitled to exercise all sums of money and property paid or distributed in respect of the Investment Property that are received by rights of such Grantor therein, and the Agent or any Grantor transferee or assignee thereof shall be held by become a member, partner or shareholder, as the Grantors case may be, of such Person entitled to participate in trust for the benefit management thereof and, upon the transfer of Agent segregated from the entire interest of such Grantor’s other property, and such Grantor shall deliver it forthwith cease to be a member, partner or shareholder, as the case may be, thereof. (g) Other than the Pledged Capital Stock as to which the Agent has received an Instructions Agreement in the exact form received; of Annex A hereto and has Control thereof, such Grantor holds no Pledged Collateral other than (iiii) Each Grantor shall promptly deliver to Agent a copy that constituting certificated Securities or Instruments in the possession of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant and delivered to the Loan Documents; Agent or (vii) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection consisting of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants Entitlements that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionControl Account.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Effective Date, it shall promptly (and in any event within five (5) ten Business Days (or such longer period as agreed to by Collateral Agent in writing in its sole discretion) of acquiring or obtaining such Collateral) deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Collateral Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, state or foreign local law reasonably requested by Collateral Agent to effect the perfection of the Security Interest on the Investment Property or constituting Collateral, or, if an Event of Default has occurred and is continuing, to effect any sale or transfer thereof;; and (vi) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, Agreements or any other agreements governing any of the Pledged Interests of a Grantor issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide provides or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; and (vii) With regard to any Pledged Interests that are not certificated, any such Grantor of such non-certificated Pledged Interests (i) agrees promptly to note on its books the security interests granted to Collateral Agent and confirmed under this Agreement, (ii) agrees that after the occurrence and during the continuation of an Event of Default, it will comply with instructions of Collateral Agent or its nominee with respect to the applicable Pledged Interests without further consent by the applicable Grantor, (iii) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the UCC) is the State of New York, (iv) agrees to notify Collateral Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Interests that is materially adverse to the interest of the Collateral Agent therein, other than any Permitted Liens and (v) waives any right or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Pledged Interests hereunder in the name of Collateral Agent or its nominee or the exercise of voting rights by Collateral Agent or its nominee.

Investment Property. (i) As of the date hereof (a) it has no Securities Accounts other than those listed in the Perfection Certificate or Commodity Accounts other than those listed on Schedule VI annexed hereto, (b) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Securities Collateral and those maintained in Securities Accounts listed in the Perfection Certificate and (c) it has entered into a duly authorized, executed and delivered Securities Account Control Agreement with respect to each Securities Account listed in the Perfection Certificate, as applicable. (A) If any Grantor Pledgor shall acquireat any time hold or acquire any certificated securities constituting Investment Property, obtainother than any securities of foreign Subsidiaries not required to be pledged hereunder, receive or become entitled to receive any such interest shall constitute Additional Pledged Interests after the Closing DateShares, it and such Pledgor shall promptly (a) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (b) deliver such securities into a Securities Account with respect to which a Securities Account Control Agreement is in effect in favor of the Collateral Agent. (B) Each interest in any event limited liability company or limited partnership which is a Subsidiary of Parent (including, without limitation, the Lead Borrower) and pledged hereunder is not certificated or treated as a security pursuant to Section 8-103 of the UCC and each Pledgor covenants and agrees that it shall not take any action that causes or otherwise permits an interest in a limited liability company or limited partnership which is pledged hereunder to be certificated or treated as a security pursuant to Section 8-103 of the UCC; provided, that if any Pledgor takes any action in violation of the foregoing provisions of this Section 3.04(c)(ii)(B), such Pledgor shall promptly notify the Collateral Agent in writing of such action and, in such event, shall take all actions required by Section 5.1 and requested by the Collateral Agent with respect to such limited liability company or limited partnership interests. If any securities now or hereafter acquired by any Pledgor constituting Investment Property, other than any securities of foreign Subsidiaries not required to be pledged hereunder, are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such securities and agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Pledgor shall have given the Collateral Agent ten (10) Business Days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. (C) Each Pledgor shall accept any cash and Investment Property which are proceeds of the Pledged Interests in trust for the benefit of the Collateral Agent and within five (5) Business Days of acquiring actual receipt thereof, deposit any cash or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence Investment Property and during the continuance any new securities, instruments, documents or other property by reason of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect ownership of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it into an account in respect of which the Collateral Agent has Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any Pledged Interests; (iv) No Grantor shall make entitlement orders or consent instructions or directions to any amendment issuer of uncertificated securities, Securities Intermediary or other modification or waiver with respect to any Pledged InterestsCommodity Intermediary, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in withhold its consent to the exercise of any withdrawal or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held dealing rights by such Grantor in Pledgor, unless a securities accountCash Dominion Event has occurred and is continuing. In addition, none of No Pledgor shall grant control over any Investment Property to any Person other than the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionCollateral Agent.

Investment Property. (i) As of the date hereof (1) it has no Securities Accounts or Commodity Accounts other than those listed in Schedule 15 annexed to the Perfection Certificate and the Administrative Agent has a perfected first priority security interest in such Securities Accounts and Commodity Accounts by Control, (2) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 15 annexed to the Perfection Certificate and (3) it has entered into a duly authorized, executed and delivered Securities Account Control Agreement, substantially in the form of Exhibit 4 annexed hereto with respect to each Securities Account listed in Schedule 15 annexed to the Perfection Certificate, as applicable. (i) If any Grantor Pledgor shall acquireat any time hold or acquire any certificated securities constituting Investment Property, obtainother than any securities of Foreign Subsidiaries not required to be pledged hereunder, receive such Pledgor shall (a) within the time periods required by the Credit Agreement, endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Administrative Agent or (b) deliver such securities into a Securities Account with respect to which a Securities Account Control Agreement is in effect in favor of the Administrative Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property, other than any securities of Foreign Subsidiaries not required to be pledged hereunder, are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall, within the time periods required by the Credit Agreement, notify the Administrative Agent thereof and pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (a) cause the issuer to agree to comply with instructions from the Administrative Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Administrative Agent has Control or (c) arrange for the Administrative Agent to become entitled the registered owner of the securities. Pledgor shall not hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Pledgor shall have given the Administrative Agent 30 days’ prior written notice of its intention to receive establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property which are proceeds of the Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of the Administrative Agent segregated from such Grantor’s other propertyand, within the time periods required by the Credit Agreement, deposit any cash or Investment Property and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice any new securities, instruments, documents or other material communication property by reason of ownership of the Investment Property received by it into an account in respect which the Administrative Agent has Control. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any entitlement orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any Pledged Interests;withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Administrative Agent is the Securities Intermediary. No Pledgor shall grant control over any Investment Property to any Person other than the Administrative Agent. (ivii) No Grantor As between the Administrative Agent and the Pledgors, the Pledgors shall make or consent to any amendment or other modification or waiver bear the investment risk with respect to any the Investment Property and Pledged InterestsSecurities, Pledged Operating Agreementand the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Partnership AgreementSecurities, whether in the possession of, or enter into maintained as a security entitlement or deposit by, or subject to the control of, the Administrative Agent, a Securities Intermediary, Commodity Intermediary, any agreement Pledgor or permit any other Person; provided, however, that nothing contained in this Section 3.4(c) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to exist the Pledgors or any restriction other Person under any Control Agreement or under applicable law. Subject to Section 4.12, each Pledgor shall promptly pay all Claims and fees of whatever kind or nature with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued and Pledged Securities pledged by it under any Pledged Operating Agreement or Pledged Partnership this Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreementsevent any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Pledged Partnership Agreements, or any other agreements governing any Administrative Agent may do so for the account of such Pledgor and the Pledged Interests issued Pledgors shall promptly reimburse and indemnify the Administrative Agent for all costs and expenses incurred by the Administrative Agent under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as this Section 3.4(c) in effect in any relevant jurisdictionaccordance with Section 11.3 hereof.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Effective Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Upon the occurrence and during the continuance of an Event of Default, each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No As soon as practicable, and in any event within ten (10) Business Days after the Effective Date (or such longer period as Agent may agree in its sole discretion), each Grantor shall make or consent to any amendment deliver all certificates representing the Pledged Interests consisting of Equity Interests in BioStorage Technologies, Inc. owned by such Grantor, and undated powers (or other modification or waiver documents of transfer acceptable to Agent) endorsed in blank with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documentssuch certificates; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign local law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereofProperty; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and Agent shall have given notice to the relevant Grantor of Agent's intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which could impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Financing Document. (b) If an Event of Default shall occur and be continuing and Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, Agent shall have the right to (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Dateand all cash dividends and distributions, it shall promptly (and in any event within five (5) Business Days of acquiring payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received and make application thereof to the Liabilities in accordance with Section 6.5, and (ii) register in its name or in the name of its nominee any or all of the Investment Property, and Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Investment Property at any meeting of holders of the Equity Interests of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor shall be held by the Grantors in trust for the benefit or Agent of Agent segregated from any right, privilege or option pertaining to such Grantor’s other propertyInvestment Property, and such Grantor shall in connection therewith, the right to deposit and deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy any and all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Agent may determine), all without liability except to effect account for property actually received by it, but Agent shall have no duty to any sale Grantor to exercise any such right, privilege or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not option and shall not be dealt responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or traded on securities exchanges or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in securities markets, (B) do not and will not constitute investment company securitiesso complying, and (Cii) are not and will not be held by such Grantor in a securities account. In additionunless otherwise expressly permitted hereby, none of pay any dividends, distributions or other payments with respect to the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionInvestment Property directly to Agent.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Upon the occurrence and during the continuance of an Event of Default, each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents[Reserved]; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign local law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereofProperty; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five 30 days (5or such longer period as agreed to in writing by Agent) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property Pledged Interests that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests Interests, in each case, if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof, in each case subject to Section 5.10 of the Credit Agreement with respect to perfection actions (A) in any jurisdiction outside of the United States or any state thereof and (B) under any security agreement or pledge governed by the laws of any jurisdiction other than the United States or any state thereof; (vi) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide provides or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; and (vii) With regard to any Pledged Interests that are not certificated, to the extent any Grantor is an issuer of such non-certificated Pledged Interests, such Grantor in its capacity as an issuer (i) agrees promptly to note on its books the security interests granted to Agent and confirmed under this Agreement, (ii) agrees that after the occurrence and during the continuation of an Event of Default, it will comply with instructions of Agent or its nominee with respect to the applicable Pledged Interests without further consent by the applicable Grantor, (iii) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the Code) is the State of New York, (iv) agrees to notify Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Interests that is materially adverse to the interest of Agent therein, other than any Permitted Liens and (v) waives any right or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Pledged Interests hereunder in the name of Agent or its nominee or the exercise of voting rights by Agent or its nominee.

Investment Property. (ia) If Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Administrative Agent may be compelled, with respect to any Grantor shall acquire, obtain, receive sale of all or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect part of the Investment Property conducted without prior registration or qualification of such Investment Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that are received by any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. (b) If Administrative Agent determines to exercise its right to sell any or all of the Investment Property, upon written request, each Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of cause each material notice or other material communication received by it in respect issuer of any Pledged Interests;Securities to be sold hereunder from time to time to furnish to Administrative Agent all such information as Administrative Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Property which may be sold by Administrative Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (ivc) No Grantor Administrative Agent shall make have no responsibility for (i) ascertaining or consent taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any amendment Investment Property, whether or not Administrative Agent has or is deemed to have knowledge of such matters, (ii) taking any necessary steps (other modification or waiver than steps taken in accordance with the standard of care set forth in Section 10 to maintain possession of the Investment Property) to preserve rights against any parties with respect to any Pledged InterestsInvestment Property, Pledged Operating Agreement(iii) taking any necessary steps to collect or realize upon the Secured Obligations or any guarantee therefor, or Pledged Partnership Agreementany part thereof, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if of the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, localInvestment Property, or foreign law (iv) initiating any action to effect the perfection of the Security Interest on protect the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that against the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt possibility of a decline in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionmarket value.

Investment Property. (a) Unless an Event of Default shall have occurred and be continuing and Lenders shall have given written notice to the Grantor of Lenders’ intent to exercise their corresponding rights pursuant to Section 6.3(b), Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent permitted in the Facility Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which would reasonably be expected to materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Facility Agreement, this Agreement or any other Transaction Document. (b) If an Event of Default shall occur and be continuing and Lenders shall give notice of its intent to exercise such rights to the Grantor, (i) If any Grantor Lenders shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after and all cash dividends and distributions, payments or other Proceeds paid in respect of the Closing DateInvestment Property and make application thereof to the Secured Obligations in such order as Lenders may determine in their discretion, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon Lenders shall have the right to cause any or all of the Investment Property to be registered in the name of Lenders or their nominee and (iii) Lenders or their nominee may exercise (x) all voting and other rights pertaining to such Investment Property at any meeting of holders of the equity interests of the relevant Issuer or Issuers or otherwise (or by written consent) and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if they were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by Grantor or Lenders of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Lenders may determine), all without liability except to account for property actually received by it, but Lenders shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) After the occurrence and during the continuance of an Event of Default, following Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by Grantor hereunder to (i) comply with any instruction received by it from Lenders in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the request terms of Agentthis Agreement, all sums of money without any other or further instructions from Grantor, and property paid Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends, distributions or distributed in other payments with respect of to the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith directly to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionLenders.

Investment Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof;; and (vi) As to all limited liability company or partnership interests, interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide provides or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; and (vii) With regard to any Pledged Interests that are not certificated, any such Grantor of such non-certificated Pledged Interests (i) agrees promptly to note on its books the security interests granted to Agent and confirmed under this Agreement, (ii) agrees that after the occurrence and during the continuation of an Event of Default, it will comply with instructions of Agent or its nominee with respect to the applicable Pledged Interests without further consent by the applicable Grantor, (iii) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the UCC) is the State of New York, (iv) agrees to notify Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Interests that is materially adverse to the interest of the Agent therein, other than any Permitted Liens and (v) waives any right or requirement at any time hereafter to receive a copy of this Agreement in connection with the registration of any Pledged Interests hereunder in the name of Agent or its nominee or the exercise of voting rights by Agent or its nominee.

Investment Property. (a) Unless a Lease Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the Pledgor of the Collateral Agent's intent to exercise its corresponding rights pursuant to SECTION 5.1(b), the Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Shares, to the extent permitted in the Participation Agreement, and to exercise all voting and corporate rights with respect to the Investment Property; PROVIDED, HOWEVER, that no vote shall be cast or corporate right exercised or other action taken which, in the Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of any Operative Document. (b) If a Lease Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the Pledgor, (i) If any Grantor the Collateral Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring distributions, payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received by and make application thereof to the Leveraged Lease Obligations in such order as the Collateral Agent may determine, (ii) any Grantor or all of the Investment Property shall be held by registered in the Grantors in trust for name of the benefit of Collateral Agent segregated from such Grantor’s other propertyor its nominee, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to Agent a copy such Investment Property at any meeting of each material notice shareholders or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection partners of the Security Interest on Issuer or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or to effect any sale or transfer thereof; (vi) As to all limited liability company other fundamental change in the corporate or partnership interestsstructure of any Issuer, issued under or upon the exercise by the Pledgor or the Collateral Agent of any Pledged Operating Agreement right, privilege or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant option pertaining to such agreement (A) are not Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be dealt responsible for any failure to do so or delay in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionso doing.

Investment Property. (a) The Pledged Securities required to be pledged hereunder and under the Term Loan Agreement by such Grantor are listed in Schedule 2. The shares of Pledged Securities pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens except Liens securing the First Lien Obligations or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Investment Property in which a Lien is granted by it hereunder, free and clear of any Lien except Liens securing the First Lien Obligations. (b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest or the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict: (i) If any Grantor shall acquirethe grant of a security interest in the Pledged LLC Interests or the Pledged Partnership Interests, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests or the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the occurrence and during the continuance exercise of an Event of Default, following the request of Agent, all sums of money and property paid or distributed remedies in respect of the Investment Property that are received by any Grantor Pledged LLC Interests or the Pledged Partnership Interests, a transferee or assignee of a membership interest or a partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall be held by become a member or partner, as the Grantors case may be, of such LLC or Partnership, as the case may be, entitled to participate in trust for the benefit management thereof and, upon the transfer of Agent segregated from the entire interest of such Grantor’s other property, and such Grantor shall deliver it forthwith cease to Agent in be a member or partner, as the exact form received;case may be. (iiic) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating AgreementsNotes constitutes the legal, the Pledged Partnership Agreements, or any other agreements governing any valid and binding obligation of the Pledged Interests issued under any Pledged Operating Agreement obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or Pledged Partnership Agreementaffecting creditors’ rights generally, provide general equitable principles (whether considered in a proceeding in equity or shall provide that such Pledged Interests are securities governed by Article 8 at law) and an implied covenant of the Uniform Commercial Code as in effect in any relevant jurisdictiongood faith and fair dealing.

Investment Property. (i) If Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any Grantor shall acquire, obtain, receive sale of all or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect part of the Investment Property conducted without prior registration or qualification of such Investment Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that are received by any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that the fact that any such sale is conducted as a private sale shall not, in and of itself, cause such sale to not be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Property, upon written request, each Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) Each Grantor shall promptly deliver to Agent a copy of cause each material notice or other material communication received by it in respect issuer of any Pledged Interests; (iv) No Grantor shall make or consent Stock to any amendment be sold hereunder, each partnership and each limited liability company, in each case, which is a Subsidiary of such Grantor, from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent instruments included in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued which may be sold by the Collateral Agent in exempt transactions under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not Securities Act and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not the rules and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none regulations of the Pledged Operating AgreementsSecurities and Exchange Commission thereunder, as the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests same are securities governed by Article 8 of the Uniform Commercial Code as from time to time in effect in any relevant jurisdiction.effect. 103522660_5

Investment Property. (ia) If Such Grantor (1) has no Securities Accounts or Commodity Accounts as of the date hereof other than those listed in Schedule 3.7(a) hereto and the Secured Party has a perfected, first-priority security interest in such Securities Accounts and Commodity Accounts by Control; (2) as of the date hereof, does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 3.7(a) hereto and (3) as of the date hereof, has entered into a duly authorized, executed and delivered Account Control Agreement with respect to each Securities Account or Commodity Account listed in Schedule 3.7(a) hereto, as applicable. (b) Such Grantor shall acquirenot hereafter establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Grantor shall have given the Secured Party at least five Business Days’ (or such shorter period as the Administrative Agent may approve in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account, obtain(2) the applicable Grantor shall have offered the Secured Party a right of first refusal with respect to such new Securities Account or Commodity Account, receive (3) such Securities Intermediary or become entitled Commodity Intermediary shall be reasonably acceptable to receive the Secured Party and (4) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor shall have duly executed and delivered an Account Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Such Grantor shall accept any cash and Investment Property in trust for the benefit of the Secured Party and promptly after actual receipt thereof, deposit any cash or such Investment Property and any new securities, instruments, documents or other property by reason of ownership of such Investment Property which constitute Pledged Interests after Collateral (other than payments of a kind described in Section 6.4, and except to the Closing Dateextent an Account Control Agreement is expressly not required under Section 3.6) received by it into an account over which the Secured Party has Control. The Secured Party agrees with each Grantor that the Secured Party shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, it Securities Intermediary or Commodity Intermediary unless an Event of Default has occurred and is continuing. No Grantor shall grant control over any Investment Property to any Person other than the Secured Party. (c) All certificates, agreements or instruments representing or evidencing the Securities Collateral owned by such Grantor and in existence on the date hereof have been delivered to the Secured Party in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, and the Secured Party has a perfected, first-priority security interest therein, subject to no other Liens. If such Grantor shall at any time hold or acquire any certificated securities constituting Investment Property, such Grantor shall promptly (a) endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in any event within five blank, all in form and substance reasonably satisfactory to the Secured Party, or (5) Business Days of acquiring or obtaining such Collateralb) deliver such securities into a Securities Account with respect to Agent a duly executed Pledged Interests Addendum identifying which an Account Control Agreement is in effect in favor of the Secured Party. The Secured Party may, at any time upon the occurrence and during the continuance of any Event of Default, endorse, assign or otherwise transfer to or register in the name of the Secured Party or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Pledged Interests; (ii) Upon Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, following the request Secured Party may at any time exchange certificates representing or evidencing Securities Collateral for certificates of Agentsmaller or larger denominations. (d) The Secured Party has a perfected, first-priority security interest in all sums uncertificated Pledged Securities pledged by such Grantor hereunder that are in existence on the date hereof, subject to no other Liens. If any securities (as defined in Article 8 of money the UCC) now or hereafter acquired by such Grantor constituting Investment Property are uncertificated and property paid are issued to such Grantor or distributed its nominee directly by the issuer thereof, such Grantor shall promptly notify the Secured Party thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause the issuer to agree to comply with instructions from the Secured Party as to such securities, without further consent of any Grantor or such nominee, (ii) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Secured Party has Control, (iii) arrange for the Secured Party to become the registered owner of the securities or (iv) at the Secured Party’s request, cause such Pledged Securities to become certificated and delivered to the Secured Party in accordance with Section 3.7(c). (e) As between the Secured Party and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property that are received by and Pledged Securities, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Secured Party, a Securities Intermediary, Commodity Intermediary, any Grantor or any other Person; provided, that nothing contained in this paragraph shall be held by release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Grantors in trust for the benefit of Agent segregated from such Grantor’s or any other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iii) person under any Account Control Agreement or under applicable law. Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver pay all Claims and fees with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or and Pledged Securities pledged by it under this Agreement. In the event any Grantor shall fail to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interestsmake such payment contemplated in the immediately preceding sentence, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to Secured Party may do so for the account of such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitiesGrantor, and (C) are not the Grantors shall promptly reimburse and will not be held indemnify the Secured Party from all costs and expenses incurred by such Grantor the Secured Party under this paragraph in a securities account. In addition, none of accordance with the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Loan Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (i) If As of the date hereof, no Grantor (1) has any Securities Accounts or Commodity Accounts, (2) holds, owns or has any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities. No Grantor shall acquirehereafter establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (A) the applicable Grantor shall have given the Purchaser ten (10) Business Days prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, obtain(B) such Securities Intermediary or Commodity Intermediary shall be acceptable to the Purchaser and (C) unless the Purchaser agrees in writing that it is not required, receive such Securities Intermediary or become entitled Commodity Intermediary, as the case may be, and such Grantor shall have duly executed and delivered a Control Agreement with respect to receive such Securities Account or Commodity Account, as the case may be. Each Grantor shall accept any Pledged Interests after cash and Investment Property in trust for the Closing Date, it shall promptly (benefit of the Purchaser and in any event within five (5) Business Days of acquiring actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to clauses (ii)(1), (iii)(1) or obtaining (iii)(3) below) received by it into a Deposit Account or Securities Account subject to the Purchaser’s Control. The Purchaser agrees with each Grantor that the Purchaser shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Collateral) deliver Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to Agent a duly executed Pledged Interests Addendum identifying any such Pledged Interests;investment and withdrawal rights, would occur. No Grantor shall grant Control over any Investment Property to any Person other than the Purchaser. (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by If any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other propertyat any time hold or acquire any certificated securities constituting Investment Property, and such Grantor shall promptly (1) endorse, assign and deliver it forthwith the same to Agent the Purchaser, accompanied by such undated instruments of transfer or assignment duly executed in blank, all in form and substance satisfactory to the exact form received;Purchaser or (2) deliver such securities into a Securities Account with respect to which a Securities Account Control Agreement is in effect in favor of the Purchaser. (iii) Each If any securities now or hereafter acquired by any Grantor constituting Investment Property are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly deliver notify the Purchaser thereof and pursuant to Agent a copy of each material notice or other material communication received by it an agreement in respect form and substance satisfactory to the Purchaser, either (1) cause the issuer to agree to comply with instructions from the Purchaser as to such securities, without further consent of any Pledged Interests; Grantor or such nominee, (iv2) No Grantor shall make or consent to any amendment or other modification or waiver cause a Security Entitlement with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit such uncertificated security to exist any restriction be held in a Securities Account with respect to any Pledged Interests if which the same is prohibited pursuant Purchaser has Control or (3) arrange for the Purchaser to become the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection registered owner of the Security Interest on the Investment Property or to effect any sale or transfer thereof; (vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Investment Property. (a) Unless a Lease Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the Pledgor of the Collateral Agent's intent to exercise its corresponding rights pursuant to SECTION 5.1(b), the Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Shares, to the extent permitted in the Participation Agreement, and to exercise all voting and corporate rights with respect to the Investment Property; PROVIDED, HOWEVER, that no vote shall be cast or corporate right exercised or other action taken which, in the Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of any Operative Document. (b) If a Lease Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the Pledgor, (i) If any Grantor the Collateral Agent shall acquire, obtain, receive or become entitled have the right to receive any Pledged Interests after the Closing Dateand all cash dividends, it shall promptly (and in any event within five (5) Business Days of acquiring distributions, payments or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; (ii) Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property other Proceeds paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by and make application thereof to the Grantors Leveraged Lease Obligations in trust for such order as the benefit of Collateral Agent segregated from such Grantor’s other propertymay determine, and such Grantor shall deliver it forthwith to Agent in the exact form received; (iiiii) Each Grantor shall promptly deliver to Agent a copy any or all of each material notice or other material communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents; (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Property shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to effect such Investment Property at any sale meeting of shareholders or transfer thereof; partners of the Issuer or otherwise and (viy) As any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all limited liability company of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or partnership interestsstructure of any Issuer, issued under or upon the exercise by the Pledgor or the Collateral Agent of any Pledged Operating Agreement right, privilege or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant option pertaining to such agreement (A) are not Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be dealt responsible for any failure to do so or delay in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionso doing.