Common use of Investment Property Clause in Contracts

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in any issuer thereof, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same to the Administrative Agent in the exact form received (other than Excluded Stock), duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder hereunder, as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesAdministrative Agent and the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or Capital Stock (other equity securities than Preferred Stock) of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.5(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Pledged Securities Investment Property issued by it. . (d) In additionaddition to the other requirements of this Section 5.5, each Grantor which is either an issuer or an owner agrees to comply with Section 6.11 of any Pledged Security hereby consents the Credit Agreement with respect to the grant proceeds of residual interests in Time Share SPV’s owned 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Securitysuch Grantor.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Equity Interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent and the Secured Parties, hold the same in trust for the Collateral Agent and the Secured Parties and promptly deliver the same forthwith to the Administrative Collateral Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of Pledged Stock or Pledged Notes and except as otherwise expressly provided in the Pledged Securities Credit Agreement, any other Investment Property, upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital constituting Collateral shall be made on or in respect of the Pledged Securities such Investment Property or any property shall be distributed upon or with respect to the Pledged Securities such Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property constituting Collateral so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Collateral Agent, be delivered to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property constituting Collateral so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Collateral Agent, hold such money or property in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Collateral Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature of any Issuer, unless such issuer (exceptsecurities are delivered to the Collateral Agent, in each caseconcurrently with the issuance thereof, pursuant to a transaction expressly permitted be held by the Credit Agreement)Collateral Agent as Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien Lien, encumbrance or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of Permitted Liens under the Credit Agreement, Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iiiii) the terms of Sections 5.3(c6.2(c) and 5.7 6.6 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.2(c) or 5.7 6.6 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Loan Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and Liens granted to secure the obligations under the ABL Facility Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.7(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer equivalents covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that in no event shall there be pledged more than 65% of any of the outstanding Foreign Subsidiary Voting Stock. Any Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent (unless otherwise agreed in the Credit Agreement) to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enablewill not, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly except as permitted by the Credit Agreement), (iii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)thereof, (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, Permitted Liens or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without unless such restriction is permitted by the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofCredit Agreement). (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Grantor agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.8(a) with respect to the Pledged Securities Investment Property issued by it and (iii) it will take all actions required or reasonably requested by the terms of Administrative Agent to enable or permit each Grantor to comply with Sections 5.3(c6.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect 6.7 as to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Secured Parties, hold the same in trust for the Administrative Agent and the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property, or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. Notwithstanding the foregoing, the Grantors shall not be required to pay over to the Administrative Agent or deliver to the Administrative Agent as Collateral any proceeds of any liquidation or dissolution of any Issuer, or any distribution of capital or property in respect of any Investment Property, to the extent that (i) such liquidation, dissolution or distribution, if treated as a Disposition of the relevant Issuer, would be permitted by the Credit Agreement and (ii) the proceeds thereof are applied as required or permitted by the Credit Agreement. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of any Issuer, unless such issuer (exceptsecurities are delivered to the Administrative Agent, in each caseconcurrently with the issuance thereof, pursuant to a transaction expressly permitted be held by the Credit Agreement)Administrative Agent as Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created Liens permitted by this the Credit Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property Pledged Securities or Proceeds thereof or any interest therein or (v) without except to the prior written consent extent permitted by Section 7.14 of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofCredit Agreement). (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 and 6.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which . (d) Each Issuer that is either an issuer a partnership or an owner a limited liability company (other than the limited liability companies listed on Schedule 7) (i) confirms that none of the terms of any Pledged Security hereby consents to equity interest issued by it provides that such equity interest is a “security” within the grant by each other Grantor meaning of Sections 8-102 and 8-103 of the security New York UCC (a “Security”), (ii) agrees that it will take no action to cause or permit any such equity interest hereunder in favor of to become a Security, (iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, such Issuer will (and the Grantor that holds such equity interest hereby instructs such Issuer to) comply with instructions originated by the Administrative Agent and without further consent by such Grantor. (e) Each Grantor holding Capital Stock of Laredo Theatre, Ltd. agrees to use commercially reasonable efforts to obtain the required consent of the other partners of Laredo Theatre, Ltd. to the transfer pledge of any Pledged Security to the Administrative Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Securitysuch Capital Stock under this Agreement.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall shall, to the extent such certificate, option or right constitutes Pledged Stock, accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any In each case, except to the extent the Credit Agreement permits the applicable Grantor to retain such sums of money or property, (i) any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If , and (ii) if any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesAdministrative Agent and the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of any such issuer Issuer (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.7(a) with respect to the Pledged Securities Stock or other Investment Property (as applicable) issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Equity Interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties and promptly deliver the same forthwith to the Administrative Shared Collateral Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Shared Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Shared Collateral Agent so requests, signature guaranteed, to be held by the Administrative Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Shared Collateral Agent, be delivered to the Administrative Shared Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Shared Collateral Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature of any such issuer (exceptIssuer, in each case, pursuant except to a transaction expressly the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly and the Liens permitted thereon pursuant to Section 7.02 by each of the Credit AgreementAgreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.9(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c7.3(c) and 5.7 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c7.3(c) or 5.7 7.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Unless an Event of Default shall have occurred and be continuing, each Grantor shall become entitled be permitted to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution all cash dividends paid by the relevant Issuer to the extent permitted in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights the Credit Agreement in respect of Stock the Pledged Stock, and Stock Equivalents all payments made in respect of the Pledged Notes, and to exercise all voting and corporate rights with respect to the Investment Property; provided, however, that each Grantor agrees that it shall not vote in any issuer thereofway that would be inconsistent with or result in any violation of any provision of the Credit Agreement, whether in addition tothe Notes, in substitution ofthe Security Documents or any of the other Credit Documents. The Administrative Agent shall, as a conversion ofat the Borrower’s sole cost and expense, execute and deliver (or in exchange for, any shares of or cause to be executed and delivered) to the Borrower all proxies and other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same instruments as the agent of the Secured Parties, hold the same in trust Borrower may reasonably request for the Secured Parties purpose of enabling any Grantor to exercise the voting and promptly deliver the same other rights that it is entitled to exercise pursuant to this Section. (b) If an Event of Default shall occur and be continuing, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the exact form received (other than Excluded Stock), duly endorsed by such Grantor Investment Property and make application thereof to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering Obligations in such certificate duly executed in blank by such Grantor and with, if order as the Administrative Agent so requestsmay determine, signature guaranteed, to and (ii) any or all of the Investment Property may be held by registered in the name of the Administrative AgentAgent or its nominee, and, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the occurrence relevant Issuer or Issuers or otherwise and during (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 continuance 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 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, and except for its gross negligence or willful misconduct or failure to comply with the provisions of Section 13 hereof, 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 to comply with any instruction received by it from the Administrative Agent in writing that (i) states that an Event of Default has occurred and is continuing and (ii) 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, to the substitution extent such instruction is in compliance with applicable law. (d) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or its nominee as a partner, member contingent upon the pursuit by the Administrative Agent or shareholder any Lenders of any right or remedy against any other Person which may be or become liable in respect of all or any part of the issuer Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lenders shall be liable for any failure to demand, collect or realize upon all or any part of the related Pledged SecurityCollateral or for any delay in doing so, nor shall the Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Administrative Agent agrees to release promptly to the Borrower any dividends, cash, securities, instruments and other property paid, payable or otherwise distributed in respect of the Collateral which it may receive under Section 7(b) hereof if, prior to the occurrence of an acceleration of any of the Obligations, all Defaults and Events of Default have been waived or are no longer continuing.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesLender, hold the same in trust for the Secured Parties Lender and promptly deliver the same forthwith to the Administrative Agent Lender in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative AgentLender, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent Lender so requests, signature guaranteed, to be held by the Administrative AgentLender, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent Lender to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative AgentLender, be delivered to the Administrative Agent Lender to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative AgentLender, hold such money or property in trust for the Secured PartiesLender, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative AgentLender, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent Lender to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent Lender promptly in writing of the occurrence of any of the events described in Section 4.8(a5.7(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandisMUTATIS MUTANDIS, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership (i) certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Equity Interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity Interests, or otherwise in respect thereof, or (ii) note, bond or other debt obligation or security, such Grantor shall accept the same as the agent of the Secured PartiesParty, hold the same in trust for the Secured Parties Party and promptly deliver the same forthwith to the Administrative Agent Secured Party in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if requiredSecured Party, together with an undated stock power or similar instrument of transfer covering such certificate or bond or note power covering such promissory note, in each case above duly executed in blank by such Grantor and with, if the Administrative Agent so requests, with signature guaranteed, to be held by the Administrative AgentSecured Party, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer or obligor thereon shall be paid over to the Administrative Agent Secured Party to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsSecured Obligations, and in case if any distribution of capital shall be capital, or payment of principal, interest or other amounts, is made on or in respect of the Pledged Securities Investment Property or any property shall be is distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, or otherwise, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative AgentSecured Party, be delivered to the Administrative Agent Secured Party to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or other property so paid or distributed in respect of the Pledged Securities shall be Investment Property are received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative AgentSecured Party, hold such money or property in trust for the Secured PartiesParty, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. For the avoidance of doubt, if for any reason the Merger is not consummated on the date hereof, Holdings shall, on the date hereof, deliver and pledge to the Secured Party hereunder and in accordance with the terms hereof all share certificates representing any and all equity interests in Iceland Acquisition Subsidiary, Inc., a Delaware corporation. (b) Without the prior written consent of the Administrative AgentSecured Party, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and Permitted Liens or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting that restricts the right or ability of such Grantor or the Administrative Agent Secured Party to sell, assign or transfer transfer, or requires or results in any change of rights relating to, or the value of, any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which that is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent Secured Party promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor Unless an Event of Default shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock have occurred and Stock Equivalents in any issuer thereof, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties be continuing and promptly deliver the same to the Administrative Agent in shall have given written notice to the exact form received (other than Excluded Stock), duly endorsed by such relevant Grantor to of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such each Grantor and with, if the Administrative Agent so requests, signature guaranteed, shall be permitted to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums receive all cash dividends paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, Collateral and in case any distribution of capital shall be all payments made on or in respect of the Pledged Securities Notes to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate or any property shall be distributed upon or other organizational rights with respect to the Pledged Securities pursuant to Investment Property of such Grantor; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken, except for the recapitalization or reclassification of the capital filing of any issuer thereof or pursuant to petition in bankruptcy which would materially adversely affect the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor rights of the Administrative AgentAgent or the other Secured Parties, be delivered to or the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect value of the Pledged Securities shall be received by such Grantor Stock, unless otherwise permitted in violation of the immediately preceding sentenceCredit Agreement, such Grantor shall, until such money this Agreement or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from any other funds of such Grantor, as additional collateral security for the ObligationsLoan Document. (b) Without the prior written consent If an Event of Default shall occur and be continuing and the Administrative AgentAgent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, such Grantor shall not (i) vote the Administrative Agent shall have the right (A) to enablereceive any and all cash dividends, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests payments or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, Proceeds paid in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property (including the Pledged Collateral) of any or Proceeds 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 interest therein purpose consistent with this Agreement (except, in each case, pursuant case to a transaction expressly the extent such exchanges are permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Credit AgreementIssuer of such Pledged Collateral), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it any and all of such Investment Property shall notify be registered in the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor name of the Administrative Agent or its nominee, and to the transfer of any Pledged Security to the Administrative Agent or its nominee following may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the occurrence relevant Issuer or Issuers or otherwise and during (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 continuance 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 fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the substitution 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 the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged SecurityAgent.

Investment Property. (a) If such Grantor Unless an Event of Default shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock have occurred and Stock Equivalents in any issuer thereof, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties be continuing and promptly deliver the same to the Administrative Agent in shall have given written notice to the exact form received (other than Excluded Stock), duly endorsed by such relevant Grantor to of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such each Grantor and with, if the Administrative Agent so requests, signature guaranteed, shall be permitted to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums receive all cash dividends paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, Collateral and in case any distribution of capital shall be all payments made on or in respect of the Pledged Securities Notes to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate or any property shall be distributed upon or other organizational rights with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds Investment Property of such Grantor; provided, as additional collateral security for however, that no vote shall be cast or corporate or other organizational right exercised or other action taken that would be inconsistent with or result in any violation of any provision of the ObligationsCredit Agreement, this Agreement or any other Loan Document. (b) Without the prior written consent If an Event of Default shall occur and be continuing and the Administrative AgentAgent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, such Grantor shall not (i) vote the Administrative Agent shall have the right (A) to enablereceive any and all cash dividends, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests payments or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, Proceeds paid in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property (including the Pledged Collateral) of any or Proceeds 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 interest therein purpose consistent with this Agreement (except, in each case, pursuant case to a transaction expressly the extent such exchanges are permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Credit AgreementIssuer of such Pledged Collateral), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it any and all of such Investment Property shall notify be registered in the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor name of the Administrative Agent or its nominee, and to the transfer of any Pledged Security to the Administrative Agent or its nominee following may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the occurrence relevant Issuer or Issuers or otherwise and during (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 continuance 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. In order to permit Administrative Agent to exercise the voting and consensual rights to which it may be entitled hereunder and to receive all dividends and other distributions to which it may be entitled to receive hereunder, each Grantor shall promptly execute and deliver to Administrative Agent all such proxies, dividend payment orders and other instruments as Administrative Agent may from time to time reasonably request, and without limiting the foregoing, each Grantor hereby grants to Administrative Agent an irrevocable proxy to exercise the voting rights applicable to such Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled, which proxy shall only be effective, automatically, upon an Event of Default. (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 fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the substitution 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 the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged SecurityAgent.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of Stock and Stock Equivalents in the equity interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity, or otherwise in respect thereof, such Grantor shall accept the same as the agent of Agent and the Secured PartiesLenders, hold the same in trust for Agent and the Secured Parties Lenders and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security Collateral for the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held held, at Agent’s option, either by it hereunder as additional collateral security Collateral for the Secured Obligations if an Event of Default then existsor applied to the Secured Obligations as provided in Section 6.5, and (ii) in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest Lien in favor of the Administrative Agent, be delivered to the Administrative Agent to be held held, at Agent’s option, either by it hereunder as additional collateral security Collateral for the ObligationsSecured Obligations or applied to the Secured Obligations as provided in Section 6.5. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security Collateral for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company equity interests or other equity securities of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company equity interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly which is permitted or not prohibited by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement Permitted Liens, or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.5(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, such Grantor with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 with respect to 6.7 regarding the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer equivalents covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that in no event shall there be pledged more than 65% of any of the outstanding Foreign Subsidiary Voting Stock or shall include any Excluded Collateral. Any Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent (unless otherwise agreed in the Credit Agreement) to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enablewill not, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly except as permitted by the Credit Agreement), (iii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)thereof, (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit AgreementPermitted Liens, or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without unless such restriction is permitted by the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofCredit Agreement). (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Grantor agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.8(a) with respect to the Pledged Securities Investment Property issued by it it, and (iii) it will take all actions required or reasonably requested by the terms of Administrative Agent to enable or permit each Grantor to comply with Sections 5.3(c6.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect 6.7 as to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents the Equity Interests in any issuer thereofissuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity Interests, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any If an Event of Default shall occur and be continuing, (i) any sums paid upon or in respect of the Pledged Securities Equity Interests upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, and (ii) in case any distribution of capital shall be made on or in respect of the Pledged Securities Equity Interests or any property shall be distributed upon or with respect to the Pledged Securities Equity Interests pursuant to the recapitalization or reclassification of the capital of any issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Equity Interests shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money money, to the extent required pursuant to (i) above, or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Equity Interests to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the First Lien Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property constituting Collateral or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the First Lien Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 6.02 of the First Lien Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or except as permitted by the First Lien Credit Agreement, or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer Issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests or Pledged LLC Interests to be treated as Securities securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer Issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions), such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly concurrently with delivery of the financial statements required under Section 5.04(b) of the First Lien Credit Agreement in writing of the occurrence of any of the events described in Section 4.8(a5.7(a) with respect to the Pledged Securities Collateral issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Pledged Securities Collateral issued by it. In addition, each Grantor which is either an issuer Issuer or an owner of any Pledged Security Collateral 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 Collateral to the Administrative Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer Issuer of the related Pledged SecurityCollateral.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents the Equity Interests in any issuer thereofIssuer which constitutes Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Collateral Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any If an Event of Default has occurred and is continuing, any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Collateral Agent, be delivered to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If an Event of Default has occurred and is continuing, if any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Collateral Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer Issuer (except, in each case, pursuant to a transaction expressly permitted not prohibited by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted not prohibited by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement Agreement, any Permitted Liens or any Lien expressly permitted thereon pursuant to Section 7.02 8.01 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction not prohibited by the Credit Agreement) or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer Issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests or Pledged LLC Interests to be treated as Securities securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions), such Grantor shall promptly notify the Administrative Collateral Agent as promptly as reasonably practicable in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Collateral Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Collateral Agent as promptly as reasonably practicable in writing of the occurrence of any of the events described in Section 4.8(a4.08(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c5.03(c) and 5.7 5.07 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c5.03(c) or 5.7 5.07 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer 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 Collateral Agent and to the transfer of any Pledged Security to the Administrative Collateral Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Collateral Agent or its nominee as a partner, member or shareholder of the issuer Issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of Stock and Stock Equivalents in the capital stock or other Pledged Equity Interest of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity Interests, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Securities Equity Interests upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsSecured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Equity Interests or any property shall be distributed upon or with respect to the Pledged Securities Equity Interests pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If an Event of Default shall have occurred and be continuing and any sums of money or property so paid or distributed in respect of the Pledged Securities Equity Interests shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative AgentAgent (which consent shall not be unreasonably withheld or delayed), such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary Issuer to amend its Organizational Documents in any manner that materially changes the rights of such Grantor with respect to any Pledged Equity Interests or adversely affects the validity, perfection or priority of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Agent’s security interest therein, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (viii) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer Issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests or Pledged LLC Interests to be treated as Securities securities for purposes of the New York UCC; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions foregoing in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actionsiii), such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Each Grantor which is an issuer of Pledged Securities, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Equity Interests issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.6(a) with respect to the Pledged Securities Equity Interests issued by it and (iii) the terms of Sections 5.3(c5.7(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c5.7(c) or 5.7 with respect to the Pledged Securities Equity Interests issued by it. In addition, each Grantor which is either an issuer Issuer or an owner of any Pledged Security Equity Interests 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 Equity Interest to the Administrative Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder or other equity holder of the issuer Issuer of the related Pledged SecurityEquity Interest.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the such Grantor’s Obligations. Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsapplicable Grantor’s Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the such Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative AgentAgent (such consent not to be unreasonably withheld), such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly statutory Liens permitted thereon pursuant to Section 7.02 by the Credit Agreement or nonconsensual Permitted Liens or in the case of Investment Property other than Pledged Stock, Liens permitted by the Credit Agreement, or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without thereof, except as permitted by the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofCredit Agreement. (c) The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise and to receive the dividends or interest payments that it is authorized to receive and retain in respect of any Pledged Stock under the Credit Agreement. (d) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a6.6(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c7.3(c) and 5.7 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c7.3(c) or 5.7 7.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents the Equity Interests in any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Collateral Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any If an Event of Default has occurred and is continuing, any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Collateral Agent, be delivered to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If an Event of Default has occurred and is continuing, if any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Collateral Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer Issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 8.01 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Collateral Agent, cause or permit any Subsidiary of the Borrower that is an issuer Issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests or Pledged LLC Interests to be treated as Securities securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions), such Grantor shall promptly notify the Administrative Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Collateral Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a4.08(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c5.03(c) and 5.7 5.07 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c5.03(c) or 5.7 5.07 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer 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 Collateral Agent and to the transfer of any Pledged Security to the Administrative Collateral Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Collateral Agent or its nominee as a partner, member or shareholder of the issuer Issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Trustee and the other Secured Parties, hold the same in trust for the Collateral Trustee and the other Secured Parties and promptly deliver the same forthwith to the Administrative Agent Collateral Trustee in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative AgentCollateral Trustee, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent Collateral Trustee acting at the direction of the Secured Representative for the Required Secured Parties so requests, signature guaranteed, to be held by the Administrative AgentCollateral Trustee, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent Collateral Trustee to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsSecured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative AgentCollateral Trustee, be delivered to the Administrative Agent Collateral Trustee to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative AgentCollateral Trustee, hold such money or property in trust for the Secured PartiesCollateral Trustee and the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative AgentCollateral Trustee, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature of any Issuer, unless such issuer (except, in each case, pursuant Capital Stock or other security is pledged to a transaction expressly permitted by the Credit Agreement), Collateral Trustee hereunder or (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent Collateral Trustee to sell, assign or transfer any of the Investment Property Pledged Stock constituting Capital Stock of a Subsidiary or Intercompany Notes or Proceeds thereof thereof, other than any restrictions (x) imposed pursuant to an agreement entered into for the direct or any interest therein indirect sale or disposition of the Pledged Stock pending the closing of such sale or disposition or (vy) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower contained in agreements that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of more restrictive, taken as a whole, than those applicable to the New York UCC) on Borrowers in the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofCredit Agreement. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iiiii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in any issuer thereof, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same to the Administrative Agent in the exact form received (other than Excluded Stock), duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject Subject to the terms hereofof the Intercreditor Agreement, as additional collateral security for the Obligations. Any (i) if an Event of Default has occurred and is continuing, any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of, or as a distribution of capital by, any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If , and in case any property (if an Event of Default has occurred and is continuing) or any Investment Property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations; and (ii) if any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of (when otherwise required to be paid or delivered over to the immediately preceding sentenceCollateral Agent as set forth above), such Grantor shall, until such money or property is paid or delivered to the Administrative Collateral Agent, hold such money or property in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Collateral Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit AgreementIndenture), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly otherwise permitted thereon pursuant to Section 7.02 of in the Credit Agreement, Indenture or (iviii) enter into any agreement or undertaking undertaking, other than as permitted under the Indenture, restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iiiii) the terms of Sections 5.3(cSection 6.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall become entitled be permitted to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in any issuer thereof, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same to the Administrative Agent in the exact form received (other than Excluded Stock), duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums all cash dividends paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, Stock and in case any distribution of capital shall be all payments made on or in respect of the Pledged Securities Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or any property shall be distributed upon or other organizational rights with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the ObligationsInvestment Property. (b) Without If an Event of Default shall occur and be continuing and the prior Collateral Agent shall have given written consent notice of its intent to exercise such rights to the Administrative Agentrelevant Grantor or Grantors, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting Collateral Agent shall have the right to purchase or exchange for receive any stockand all cash dividends, partnership interests, limited liability company interests payments or other equity securities of any nature of any such issuer (except, Proceeds paid in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property and make application thereof to the Obligations in such order as the Collateral Agent may determine, and (ii) any or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any all of the Investment Property or Proceeds thereof, or any interest therein, except for shall be registered in the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 name of the Credit AgreementCollateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (ivx) enter into all voting, corporate and other rights pertaining to such Investment Property at any agreement meeting of shareholders of the relevant Issuer or undertaking restricting 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 or ability of such Grantor or the Administrative Agent to sell, assign or transfer exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or Proceeds thereof other fundamental change in the corporate or other organizational structure of any interest therein Issuer, or (v) without upon the prior written consent exercise by any Grantor or the 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 Administrative AgentInvestment Property with any committee, cause depositary, transfer agent, registrar or permit 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 any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof Grantor to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes exercise any such action right, privilege or option and shall not be responsible for any failure to do so or delay in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofso doing. (c) In the case Each Grantor hereby authorizes and instructs each Issuer of each any Pledged Stock or Pledged Notes pledged by such Grantor which is an issuer of Pledged Securities, such issuer agrees that hereunder to (i) comply with any instruction received by it shall be bound by 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 relating to the Pledged Securities issued by it Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall comply with such terms insofar as such terms are applicable to itbe fully protected in so complying, and (ii) it shall notify upon the Administrative Agent promptly in writing request of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Collateral Agent and to the transfer of any Pledged Security to the Administrative Agent or its nominee following the occurrence and made during the continuance of an Event of Default and Default, pay any dividends or other payments with respect to the substitution Pledged Stock and Pledged Notes directly to the Collateral Agent. (d) If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of the Administrative Collateral Agent or its nominee as a partner, member or shareholder of and the issuer of the related Pledged Securityother Secured Parties.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Pledged Equity Interest of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof Issuer (unless (x) such liquidation or dissolution was not prohibited by the Bridge Facility Agreement, and (y) no Event of Default shall have occurred and be continuing) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer Issuer (except, in each case, pursuant to a transaction expressly permitted which is not prohibited by the Credit Bridge Facility Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted not prohibited by the Credit Bridge Facility Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreementand other Permitted Liens that are not consensual Liens, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein (unless expressly permitted pursuant to the Bridge Facility Agreement) or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer Issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on as of the date hereof Debt Assumption (if any) to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests or Pledged LLC Interests to be treated as Securities securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, unless such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.07(a) hereof with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c6.03(c) and 5.7 6.07 hereof shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(cSections 6.03(c) or 5.7 6.07 hereof with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer 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 for the benefit of the Secured Parties and to the transfer of any Pledged Security to the Administrative Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer Issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Equity Interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties and promptly deliver the same forthwith to the Administrative Collateral Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, with signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Collateral Agent, be delivered to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Collateral Agent, hold such money or property in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Collateral Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature of any Issuer, except to the extent (a) such issuer Equity Interests are pledged to the Collateral Agent hereunder in accordance with the terms hereof or (except, in each case, pursuant to a transaction expressly b) the issuance of such Equity Interest is otherwise permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, Permitted Liens or (iv) enter into any agreement or undertaking restricting that restricts the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without except to the prior written consent of extent permitted by the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofCredit Agreement). (c) In the case of each Grantor which that is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Equity Interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Secured Parties, hold the same in trust for the Administrative Agent and the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, with signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting that restricts the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which that is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(aSECTION 4.8(A) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(cSECTIONS 5.3(C) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(cSECTION 5.3(C) or 5.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and of any Issuer of Pledged Stock Equivalents in any issuer thereof(other than Excluded Property), whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Secured Parties, hold the same in trust for the Administrative Agent and the Secured Parties and promptly deliver the same by the next Notification and Delivery Date to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, and in In case any non-cash distribution of capital shall be made on or in respect of the Pledged Securities Stock or Pledged Notes or any property (other than cash or Excluded Property) shall be distributed upon or with respect to the Pledged Securities Stock or Pledged Notes pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent by the next Notification and Delivery Date to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property (other than Excluded Property) so paid or distributed in respect of the Pledged Securities Stock or Pledged Notes shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property Pledged Stock or Proceeds thereof or any interest therein (except, in each case, Pledged Notes except pursuant to a transaction expressly permitted by the Credit Agreement), (iiiii) create, incur or permit to exist (A) any Lien or option in favor of, or any claim of any Person with respect to, any of to the Investment Property Pledged Stock or Proceeds thereof, or any interest thereinIntercompany Notes, except for the security interests created by this Agreement and nonconsensual Liens or (B) any Lien expressly in favor of any Person with respect to any other Pledged Notes, except for Liens permitted thereon pursuant to Section 7.02 of by the Credit Agreement, and (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of (A) the Investment Property Pledged Stock or Proceeds thereof or any interest therein Intercompany Notes or (vB) without except as permitted by the prior written consent of the Administrative AgentCredit Agreement, cause or permit any Subsidiary of the Borrower that is an issuer of any other Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofNote. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Stock and Pledged Notes issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing by the next Notification and Delivery Date of the occurrence of any of the events described in Section 4.8(a5.7(a) with respect to the Pledged Securities Stock and Pledged Notes issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Pledged Securities Stock and Pledged Notes issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor Loan Party shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of Stock and Stock Equivalents in the equity interests of any issuer thereofIssuer of any Investment Property of such Loan Party, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity, or otherwise in respect thereof, such Grantor Loan Party shall accept the same as the agent of the Secured PartiesLender, hold the same in trust for the Secured Parties Lender and promptly deliver the same forthwith to the Administrative Agent Lender in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor Loan Party to the Administrative AgentLender, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor Loan Party and with, if the Administrative Agent Lender so requests, signature guaranteedguarantied, to be held by the Administrative AgentLender, subject to the terms hereof, as additional collateral security Collateral for the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the Pledged Securities any Investment Property of any Loan Party upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent Lender to be held by it hereunder as additional collateral security Collateral for the Obligations if an Event of Default then existsSecured Obligations, and (ii) in case any distribution of capital shall be made on or in respect of the Pledged Securities such Investment Property or any property shall be distributed upon or with respect to the Pledged Securities such Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest Lien in favor of the Administrative AgentLender, be delivered to the Administrative Agent Lender to be held by it hereunder as additional collateral security Collateral for the Secured Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property of any Loan Party shall be received by such Grantor in violation of the immediately preceding sentenceLoan Party, such Grantor Loan Party shall, until such money or property is paid or delivered to the Administrative AgentLender, hold such money or property in trust for the Secured PartiesLender, segregated from other funds of such GrantorLoan Party, as additional collateral security Collateral for the Secured Obligations. (b) Without the prior written consent of the Administrative AgentLender, such Grantor shall Loan Party will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property of such Loan Party or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by this Agreement and except that Kinsale Management may sell, assign, transfer, exchange, or otherwise dispose of Investment Property deposited in or credited to the Credit AgreementSecurities Account in the ordinary course of business), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property of such Loan Party or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit AgreementPermitted Liens, (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor Loan Party, or the Administrative Agent Lender to sell, assign or transfer any of the Investment Property of such Loan Party or Proceeds thereof thereof, except, with respect to such Investment Property, shareholders’ agreements entered into by such Loan Party with respect to Persons in which such Loan Party maintains an ownership interest of 50% or less, (iv) do or take any interest therein other action which will impair Lender’s interests or rights in the Investment Property of such Loan Party in any material respect or (v) without the prior written consent of the Administrative Agent, cause allow any membership interests or permit any Subsidiary of the Borrower that is an issuer of any partnership interests comprising its Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests Equity to be treated as Securities for purposes comprised of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofSecurities. (c) In the case of each Grantor Loan Party or any Subsidiary of any Loan Party which is an issuer of Pledged SecuritiesIssuer, such issuer agrees Loan Party agrees, or such Loan Party shall cause such Subsidiary to agree, that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent Lender promptly in writing of the occurrence of any of the events described in Section 4.8(a9.12(a) with respect to the Pledged Securities Investment Property issued by it and it, (iii) the terms of Sections 5.3(c) 7.4 and 5.7 7.7 shall apply to it, mutatis mutandis, such Issuer with respect to all actions that may be required of it pursuant to Section 5.3(c7.4 or 7.7 regarding the Investment Property issued by it and (iv) or 5.7 with respect it shall xxxx in books and records to indicate Lender’s security interest in the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall shall, to the extent such certificate, option or right constitutes Pledged Stock, accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any In each case, except to the extent the Credit Agreement permits the applicable Grantor to retain such sums of money or property, (i) any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If , and (ii) if any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of any such issuer Issuer (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly except for Liens permitted thereon pursuant to by Section 7.02 7.3(p) of the Credit Agreement, Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.7(a) with respect to the Pledged Securities Stock or other Investment Property (as applicable) issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of Stock and Stock Equivalents in the capital stock or other Pledged Equity Interest of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity Interests, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Collateral Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Securities Equity Interests upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsSecured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Equity Interests or any property shall be distributed upon or with respect to the Pledged Securities Equity Interests pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Collateral Agent, be delivered to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If an Event of Default shall have occurred and be continuing and any sums of money or property so paid or distributed in respect of the Pledged Securities Equity Interests shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Collateral Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary Issuer to amend its organizational documents in any manner that materially changes the rights of such Grantor with respect to any Pledged Equity Interests or adversely affects the validity, perfection or priority of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Collateral Agent’s security interest therein, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (viii) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer Equity Issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests or Pledged LLC Interests to be treated as Securities securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Each Grantor which is an issuer of Pledged Securities, such issuer Equity Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Equity Interests issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a4.7(a) with respect to the Pledged Securities Equity Interests issued by it and (iii) the terms of Sections 5.3(c4.8(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c4.8(c) or 5.7 with respect to the Pledged Securities Equity Interests issued by it. In addition, each Grantor which is either an issuer Equity Issuer or an owner of any Pledged Security Equity Interests hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Collateral Agent and to the transfer of any Pledged Security Equity Interest to the Administrative Collateral Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Collateral Agent or its nominee as a partner, member or shareholder or other equity holder of the issuer Equity Issuer of the related Pledged SecurityEquity Interest.

Investment Property. (a) If such Grantor a Loan Party shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of Stock and Stock Equivalents in any issuer thereofthe Pledged Equity hereunder, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity, or otherwise in respect thereof, such Grantor Loan Party shall accept the same as the agent of the Secured PartiesAgent, hold the same in trust [PHI Group] Revolving Credit, Term Loan and Security Agreement for the Secured Parties and promptly Agent deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor Loan Party to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedLoan Party, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security Collateral for the Obligations. Any Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right to request that (i) any sums paid upon or in respect of the Pledged Securities such Equity Interests upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security Collateral for the Obligations if an Event of Default then existsObligations, and (ii) in case any distribution of capital shall be made on or in respect of the Pledged Securities such Equity Interests or any property shall be distributed upon or with respect to the Pledged Securities such Equity Interests pursuant to the recapitalization or reclassification of the capital of any issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest Lien in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security Collateral for the Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities such Equity Interests shall be received by such Grantor in violation of the immediately preceding sentenceLoan Party, such Grantor shallLoan Party shall if so requested by Agent, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesAgent, segregated from other funds of such GrantorLoan Party, as additional collateral security Collateral for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall Loan Party will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property Equity Interests or Proceeds proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofPermitted Encumbrances. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 continuance of If an Event of Default shall occur and be continuing and Agent shall give notice of its intent to exercise such rights to the substitution relevant Loan Parties Agent shall have the right to receive any and all cash dividends and distributions, payments or other proceeds paid in respect of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged SecurityEquity Interests and make application thereof in accordance with Section 11.5.

Investment Property. (ai) If such Grantor shall shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (bii) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iiA) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), ) or (iiiB) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created Lien provided for by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofand Permitted Liens. (ciii) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (iA) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (iiB) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5(s)(i) hereof with respect to the Pledged Securities Investment Property issued by it and (iiiC) the terms of Sections 5.3(c7(c) and 5.7 10 hereof shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c7(c) or 5.7 10 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations, except to the extent that any of the foregoing actions could result in more than 66% of the total outstanding Foreign Subsidiary Voting Stock being pledged hereunder. Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesAdministrative Agent and the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that in no event shall this Section 5.6(a) apply to any Excluded Collateral, any certificated Collateral not required to be pledged by this Agreement or any certificated Collateral with respect to a a non-wholly-owned subsidiary, joint venture or Unrestricted Subsidiary. Any Upon the occurrence and during the continuance of an Event of Default, any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesAdministrative Agent and the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer equivalents covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that in no event shall there be pledged more than 65% of any of the outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary. Any Unless permitted to be retained pursuant to the Credit Agreement, any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent (unless otherwise agreed in the Credit Agreement) to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not will not, except as permitted by the Credit Agreement, (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer Issuer of Pledged Securities Stock to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly Liens permitted thereon pursuant to Section 7.02 of by the Credit Agreement, Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without unless such restriction is permitted by the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofCredit Agreement). (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Grantor agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.8(a) with respect to the Pledged Securities Investment Property issued by it and (iii) it will take all actions required or reasonably requested by the terms of Administrative Agent to enable or permit each Grantor to comply with Sections 5.3(c6.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect 6.7 as to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of Stock and Stock Equivalents in the equity interests of any issuer thereofIssuer which constitutes Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesAgent and Lenders, hold the same in trust for the Secured Parties benefit of the Agent and promptly Lenders, notify Agent in writing of such receipt or entitlement, and, if requested by Agent, deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed (but without any representation or warranty) by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so reasonably requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security Collateral for the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default and after Borrower’s receipt of notice from the Agent, (i) any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held held, at Agent’s option, either by it hereunder as additional collateral security Collateral for the Secured Obligations if an Event of Default then existsor applied to the Secured Obligations as provided in Section 6.5, and (ii) in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest Lien in favor of the Administrative Agent, be delivered to the Administrative Agent to be held held, at Agent’s option, either by it hereunder as additional collateral security Collateral for the ObligationsSecured Obligations or applied to the Secured Obligations as provided in Section 6.5. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesAgent and Lenders, segregated from other funds of such Grantor, as additional collateral security Collateral for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not will not, so long as an Event of Default has occurred and is continuing and to the extent permitted by the Credit Agreement, (i) vote to enable, or take any other action to permit, any Subsidiary Issuer of the Borrower that is an issuer of Pledged Securities Investment Property to issue any stock, partnership interests, limited liability company equity interests or other equity securities of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company equity interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement Permitted Liens, or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agentthereof, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof except, with respect to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; providedInvestment Property, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, shareholders’ agreements entered into by such Grantor shall promptly notify the Administrative Agent with respect to Persons in writing which such Grantor maintains an ownership interest of any such election 50% or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofless. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.4(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(cSection 6.3(c) and 5.7 shall apply to it, mutatis mutandis, such Grantor with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 with respect to regarding the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature of any such issuer (exceptIssuer, in each case, pursuant except to a transaction expressly the extent permitted by this Agreement or the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly and the Liens permitted thereon pursuant to Section 7.02 of by the Credit Agreement, Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.7(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.9 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.9 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent, the Lenders and the other Secured Parties, hold the same in trust for the Secured Parties such Persons and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any If an Event of Default has occurred and is continuing (to the extent in accordance with the Interim Financing Order (and the Final Financing Order, when applicable), any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of, or as a distribution of capital by, any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations Obligations, and in case any property (if an Event of Default then exists, has occurred and in case any distribution of capital shall be made on or in respect of the Pledged Securities is continuing) or any property Investment Property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of (when otherwise required to be paid or delivered over to the immediately preceding sentenceAdministrative Agent as set forth above), such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, the Lenders and the other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative AgentAgent (acting at the direction of the Required Lenders), such Grantor shall will not (i) if an Event of Default has occurred and is continuing, vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly otherwise permitted thereon pursuant to Section 7.02 of in the Credit Agreement, Agreement or (iv) enter into any agreement or undertaking undertaking, other than as permitted under the Credit Agreement or Financing Orders, restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iiiii) the terms of Sections 5.3(cSection 6.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Equity Interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity Interests, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Credit Parties, hold the same in trust for the Secured Credit Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Credit Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative AgentAgent or except as otherwise permitted under the Credit Agreement, such Grantor shall (other than the Borrower) will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.6(a) and (b) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofSubsidiary, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if If an Event of Default then existsshall have occurred and be continuing, and in case any distribution of capital to a Grantor (other than cash) required to be included in Collateral shall be made on or in respect of the Pledged Securities Investment Property or any property (other than cash) required to be included in Collateral shall be distributed to a Grantor upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed such Grantor shall, if an Event unless such distribution of Default then exists, and unless capital or property is otherwise subject to a perfected security interest in favor of the Administrative Agent, use commercially reasonable efforts to cause it to be delivered subject to a perfected security interest in favor of the Administrative Agent to be held by it hereunder as additional collateral security for the Obligationsextent and in the manner required pursuant to Section 5.3 hereof. If any sums of money or such property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor, Parties as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Term Loan Agreement), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of under the Credit Term Loan Agreement or (iii) except as permitted by the Term Loan Agreement, (iv) enter enter, subsequent to the date upon which such Investment Property becomes collateral hereunder, into any agreement (other than the Term Loan Agreement) or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests required to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action included in violation of the provisions in this clause (v) Collateral or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” proceeds thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property required to be included in Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.6(a) with respect to the Pledged Securities such Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 and 6.7 with respect to the Pledged Securities such Investment Property issued by it. In addition, each . (d) No Grantor which is either an issuer or an owner shall permit any security interest in certificated Pledged Equity of any Pledged Security hereby consents Issuer that is not a Subsidiary to the grant be perfected by each other Grantor of the security interest hereunder possession in favor of a Person other than the Administrative Agent and to the transfer of any Pledged Security to the Administrative Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged SecurityAgent.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Secured Parties, hold the same in trust for the Administrative Agent and the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, however, that any such certificate that does not evidence securities issued by a Subsidiary of Holdings may be held in a Securities Account included in the Collateral. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall (i) unless such Issuer is a Subsidiary of Holdings, be held or deposited in a Securities Account or a Deposit Account included in the Collateral (until used or reinvested in the ordinary course of business) or (ii) be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property, or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is held or deposited in a Securities Account or Deposit Account (as permitted under clause (i) above) or paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. Notwithstanding the foregoing, the Grantors shall not be required to pay over to the Administrative Agent or deliver to the Administrative Agent as Collateral any proceeds of any liquidation or dissolution of any Issuer, or any distribution of capital or property in respect of any Investment Property, to the extent that (i) such liquidation, dissolution or distribution, if treated as a Disposition of the relevant Issuer, would be permitted by the Term Loan Agreement and (ii) the proceeds thereof are applied toward prepayment of Term Loans to the extent required by the Term Loan Agreement. (ba) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Issuer that is a Subsidiary of the Borrower that is an issuer of Pledged Securities Holdings to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of any Issuer, unless such issuer (exceptsecurities are delivered to the Administrative Agent, in each caseconcurrently with the issuance thereof, pursuant to a transaction expressly permitted be held by the Credit Agreement)Administrative Agent as Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted not prohibited by the Credit Term Loan Agreement), or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (and except for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofPermitted Liens. (cb) In the case of each Grantor and each Guarantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.7(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Pledged Securities issued by it. In addition, . (c) Each Subsidiary of Holdings that is a partnership or a limited liability company and each Grantor which is either an issuer or an owner (i) confirms that none of the terms of any Pledged Security hereby consents to equity interest issued by such Issuer provides that such equity interest is a "security" within the grant by each other Grantor meaning of Sections 8-102 and 8-103 of the security New York UCC (a "Security"), (ii) agrees that it will, and cause such Issuer to, take no action to cause or permit any such equity interest hereunder in favor of to become a Security, (iii) agrees that it will not, and cause such Issuer to not, issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, it will, or cause such Issuer to, (and the Grantor that holds such equity interest hereby instructs such Issuer to) comply with instructions originated by the Administrative Agent and to the transfer of any Pledged Security to the Administrative Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Securitywithout further consent by such Grantor.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of Stock and Stock Equivalents in the equity interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity, or otherwise in respect thereof, such Grantor shall accept the same as the agent of Administrative Agent and the Secured PartiesLenders, hold the same in trust for Administrative Agent and the Secured Parties Lenders and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedguarantied, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security Collateral for the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security Collateral for the Obligations if an Event of Default then existsSecured Obligations, and (ii) in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest Lien in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security Collateral for the Secured Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security Collateral for the Secured Obligations. (b) Without the prior written consent of the Administrative AgentAgent (which consent will not unreasonably be withheld), such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company equity interests or other equity securities of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company equity interests or other equity securities of any nature of any such issuer (Issuer, except, in each case, pursuant to a transaction expressly as permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien Liens expressly permitted thereon pursuant to Section 7.02 of under the Credit Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any thereof, except, with respect to such Investment Property, shareholders’ agreements entered into by such Grantor with respect to Persons in which such Grantor maintains an ownership interest therein or of fifty (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v50%) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofless. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, and (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c7.3(c) and 5.7 7.7 shall apply to it, mutatis mutandis, such Grantor with respect to all actions that may be required of it pursuant to Section 5.3(c7.3(c) or 5.7 with respect to 7.7 regarding the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If Subject to the exceptions contained in Section 5.1, if such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Secured Parties, hold the same in trust for the Administrative Agent and the Secured Parties and promptly and, in the case of a certificate or instrument, deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower Issuer that is an issuer of Pledged Securities a Subsidiary to issue any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature of any such issuer (except, in each case, pursuant to Issuer that is a transaction expressly permitted by the Credit Agreement)Subsidiary, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.7(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of . (d) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the substitution relevant Grantor of the Administrative Agent or Agent’s intent to exercise its nominee as a partnercorresponding rights pursuant to Section 6.3(b), member or shareholder each Grantor shall be permitted to receive all cash dividends paid in respect of the issuer Pledged Stock and all payments made in respect of the related Pledged SecurityNotes, 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 such Grantor’s good faith judgment, would impair the Collateral or which would result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and of any Issuer of Pledged Stock Equivalents in to which the security interest hereunder has attached (other than any issuer thereofCapital Stock of NCM or NCM, Inc.), whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the such Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedguarantied, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any . (b) Upon the occurrence and during the continuance of a Default or Event of Default, any sums paid upon on or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case if any distribution of capital shall be made on or in respect of the Pledged Securities Securities, or any property shall be distributed upon on or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If Upon the occurrence and during the continuance of a Default or Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (bc) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, except in each case, connection with the disposition of Securities Entitlements held from time to time as Cash Equivalents or otherwise pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreementother Permitted Lien, or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof included in the Collateral or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereoftherein. (cd) In the case of each Grantor which that is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.6(a) with respect to the Pledged Securities issued by it it, and (iii) the terms of Sections 5.3(c6.2(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.and

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate in respect of any Pledged Stock (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationreorganization of such Pledged Stock), option or rights in respect of Stock and Stock Equivalents in any issuer thereofPledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the benefit of the Secured Parties and promptly and, within five (5) Business Days of such receipt, deliver the same forthwith to the Administrative Collateral Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock transfer power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedotherwise in form and substance satisfactory to Collateral Agent, to be held by the Administrative Agent, subject to the terms hereof, Collateral Agent as additional collateral security for the ObligationsCollateral under this Agreement. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, and in In case any distribution of capital (other than cash) shall be made on or in respect of the Pledged Securities Investment Property or any property (other than cash or Excluded Property) shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof or pursuant to the reorganization thereofInvestment Property, the such property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, shall be delivered to the Administrative Collateral Agent within five (5) Business Days of its receipt, to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the ObligationsCollateral under this Agreement. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iiiii) the terms of Sections 5.3(c6.3(b) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(b) or 5.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of . (c) Unless an Event of Default shall have occurred and be continuing and the payment of any such dividend or distribution is prohibited by Section 9.06 of the Credit Agreement, each Grantor shall be permitted to receive dividends and other distributions in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case, to the substitution extent permitted by the Credit Agreement. Unless an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to exercise all voting and corporate rights with respect to the Investment Property; provided, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Administrative Agent Credit Agreement, this Agreement or its nominee as a partner, member or shareholder of the issuer of the related Pledged Securityany other Credit Document.

Investment Property. (a) If Subject to the terms of the Intercreditor Agreement, if such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Equity Interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same within ten (10) Business Days to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect Subject to the terms of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations Intercreditor Agreement, if an Event of Default then existsshall have occurred and be continuing, and in case any distribution of capital to a Grantor (other than cash) required to be included in Collateral shall be made on or in respect of the Pledged Securities Investment Property or any property (other than cash) included in Collateral shall be distributed to a Grantor upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed such Grantor shall, if an Event unless such distribution of Default then exists, and unless capital or property is otherwise subject to a perfected security interest in favor of the Administrative Agent, use commercially reasonable efforts to cause it to be delivered subject to a perfected security interest in favor of the Administrative Agent to be held by it hereunder as additional collateral security for the Obligationsextent and in the manner required pursuant to Section 5.3 hereof. If any sums of money or such property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor, Parties as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Equity Interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Agent Collateral Trustee in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative AgentCollateral Trustee, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent Collateral Trustee so requests, signature guaranteed, to be held by the Administrative AgentCollateral Trustee, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any Upon the occurrence and during the continuance of a Secured Debt Default, any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent Collateral Trustee to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsSecured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative AgentCollateral Trustee, be delivered to the Administrative Agent Collateral Trustee to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative AgentCollateral Trustee, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative AgentCollateral Trustee, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (exceptIssuer, in each case, pursuant except to a transaction the extent expressly permitted by under the Credit Agreement)Secured Debt Documents, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreementprovisions of the Secured Debt Documents), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly other security interests permitted thereon pursuant to Section 7.02 of by the Credit AgreementSecured Debt Documents, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent Collateral Trustee to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative AgentCollateral Trustee, cause or permit any Subsidiary of the Borrower that is an issuer Issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests or Pledged LLC Interests to be treated as Securities securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions), such Grantor shall promptly notify the Administrative Agent Collateral Trustee in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “Collateral Trustee's "control” " thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent Collateral Trustee promptly in writing of the occurrence of any of the events described in Section 4.8(a5.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer 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 Collateral Trustee and to the transfer of any Pledged Security to the Administrative Agent Collateral Trustee or its nominee following the occurrence and during the continuance of an Event of a Secured Debt Default and to the substitution of the Administrative Agent Collateral Trustee or its nominee as a partner, member or shareholder of the issuer Issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of Stock and Stock Equivalents in the equity interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesAgent and the Lenders, hold the same in trust for the Secured Parties Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security Collateral for the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security Collateral for the Obligations if an Event of Default then existsSecured Obligations, and (ii) in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest Lien in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security Collateral for the Secured Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security Collateral for the Secured Obligations. Agent agrees that it will release any Investment Property held by Agent pursuant to this Agreement promptly upon receipt by Agent of proceeds thereof in connection with the sale, transfer or other disposition of such Investment Property in compliance with, and as permitted by, the Credit Agreement. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company equity interests or other equity securities of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company equity interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement); provided, that any Grantor may take any action described in clauses (i) and (ii) above with respect to Investment Property not constituting Pledged Stock or Pledged Notes, to the extent such action is not prohibited by the Credit Agreement, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly Liens arising by operation of law or, with respect to Investment Property not constituting Pledged Stock or Pledged Notes, as may be permitted thereon pursuant to Section 7.02 of by the Credit Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.5(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, such Grantor with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 with respect to 6.7 regarding the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Equity Interests of any issuer thereofIssuer of the Pledged Equity Interests, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Collateral Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Crest Obligations and the Obligations. Any If an Event of Default has occurred and is continuing, any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Crest Obligations if an Event of Default then existsand the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Collateral Agent, be delivered to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Crest Obligations and the Obligations. If an Event of Default has occurred and is continuing, if any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Crest Obligations and the Obligations. (b) Without the prior written consent of the Administrative Collateral Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer Issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property included in the Collateral or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property included in the Collateral or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 6.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Investment Property included in the Collateral or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Collateral Agent, cause or permit any Subsidiary of the Borrower that is an issuer Issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests or Pledged LLC Interests to be treated as Securities securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions), such Grantor shall promptly notify the Administrative Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Collateral Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.08(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c6.03(c) and 5.7 6.07 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.03(c) or 5.7 6.07 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer 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 Collateral Agent and to the transfer of any Pledged Security to the Administrative Collateral Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Collateral Agent or its nominee as a partner, member or shareholder of the issuer Issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Equity Interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall shall, to the extent permitted under applicable Law, accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Investment Property, Pledged Securities Notes, or Pledged Stock upon the liquidation or dissolution of any issuer thereof shall Issuer shall, to the extent permitted under applicable Law, be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event and, in the case of Default then existsFurmanite Offshore and Furmanite Holding B.V., for the respective Parallel Debts, and in case any distribution of capital shall be made on or in respect of the Investment Property, Pledged Securities Notes, or Pledged Stock, or any property shall be distributed upon or with respect to the Investment Property, Pledged Securities Notes, or Pledged Stock pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, to the extent permitted under applicable Law, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the ObligationsObligations and, in the case of Furmanite Offshore and Furmanite Holding B.V., for the respective Parallel Debts. If any sums of money or property so paid or distributed in respect of the Investment Property, Pledged Securities Notes, or Pledged Stock shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesAdministrative Agent and the Lenders, segregated from other funds of such Grantor, as additional collateral security for the ObligationsObligations and, in the case of Furmanite Offshore and Furmanite Holding B.V., for the respective Parallel Debts. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property Property, Pledged Notes, Pledged Stock, or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property Property, Pledged Notes, Pledged Stock, or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, other Loan Document and (iv) enter into any agreement or undertaking (other than this Agreement, the Credit Agreement or any other Loan Document) restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property Pledged Notes, Pledged Stock, or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall has consented to and will be bound by the terms of this Agreement relating to the Investment Property, Pledged Securities Notes, and Pledged Stock issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.7(a) with respect to the Investment Property, Pledged Securities Notes, and Pledged Stock issued by it and it, (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Investment Property, Pledged Securities Notes, and Pledged Stock issued by it. In addition, each Grantor which is either an issuer it and (iv) it has registered or an owner of any Pledged Security hereby consents to the grant by each other Grantor of will register on its books and records the security interest hereunder granted under this Agreement in favor of the Investment Property, Pledged Notes, and Pledged Stock issued by it and will comply with instructions originated by the Administrative Agent with respect to such Investment Property, Pledged Notes, and to Pledged Stock without further consent by the transfer Grantor of any Pledged Security to the Administrative Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Securitysuch security interest.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of Stock and Stock Equivalents in the capital stock or other Pledged Equity Interest of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity Interests, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same promptly to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Securities Equity Interests upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsSecured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Equity Interests or any property shall be distributed upon or with respect to the Pledged Securities Equity Interests pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If an Event of Default shall have occurred and be continuing and any sums of money or property so paid or distributed in respect of the Pledged Securities Equity Interests shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. (b) . • Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary Issuer to amend its Organizational Documents in any manner that adversely affects the validity, perfection or priority of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Agent’s security interest therein, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein therein, except as permitted by Sections 6.2(v), 6.4 and 6.7 of the Credit Agreement, or (viii) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer Issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests or Pledged LLC Interests to be treated as Securities securities for purposes of the New York UCCUCC without taking all steps necessary or advisable to establish Agent’s “control” thereof at the time of such election or action; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions foregoing in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actionsiii), such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each . • Each Grantor which is an issuer of Pledged Securities, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Equity Interests issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a4.7(a) with respect to the Pledged Securities Equity Interests issued by it and (iii) the terms of Sections 5.3(c4.8(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c4.8(c) or 5.7 with respect to the Pledged Securities Equity Interests issued by it. In addition, each Grantor which is either an issuer Issuer or an owner of any Pledged Security Equity Interests 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 Equity Interest to the Administrative Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder or other equity holder of the issuer Issuer of the related Pledged SecurityEquity Interest.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of Stock and Stock Equivalents in the equity interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesEquity, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedguarantied, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security Collateral for the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security Collateral for the Obligations if an Event of Default then existsSecured Obligations, and (ii) in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest Lien in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security Collateral for the Secured Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security Collateral for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company equity interests or other equity securities of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company equity interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement)) other than, with respect to Investment Property not constituting Pledged Stock or Pledged Notes, any such action which is not prohibited by the Credit Agreement, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement Permitted Liens, or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agentthereof, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof except, with respect to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; providedInvestment Property, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, shareholders’ agreements entered into by such Grantor shall promptly notify the Administrative Agent with respect to Persons in writing which such Grantor maintains an ownership interest of any such election 50% or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofless. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.5(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, such Grantor with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 with respect to 6.7 regarding the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor Holdings shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in any issuer thereofof the Company, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Company Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor Holdings shall accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor Holdings to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor Holdings and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall Holdings will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property pledged by it hereunder or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), ) or (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property pledged by it hereunder or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Agreement. (c) At any Lien expressly permitted thereon pursuant time and from time to Section 7.02 of time, upon the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent request of the Administrative Agent, cause or permit any Subsidiary and at the sole expense of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise Holdings, Holdings will promptly and duly execute and deliver such further instruments and documents and take any action to cause such Pledged LLC/Partnership Interests to be treated further actions as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing may reasonably request for the purpose of any such election obtaining or action andpreserving the full benefits of this Agreement and of the rights and powers herein granted, in such eventincluding, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securitieswithout limitation, such issuer agrees that (i) it shall be bound by filing any financing or continuation statements under the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly Uniform Commercial Code in writing of the occurrence of effect in any of the events described in Section 4.8(a) jurisdiction with respect to the Pledged Securities issued by it security interests created hereby in the Holdings Collateral and (iiiii) the terms of Sections 5.3(c) and 5.7 shall apply taking actions necessary to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of enable the Administrative Agent and to obtain “control” (within the transfer of any Pledged Security to the Administrative Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution meaning of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Securityapplicable Uniform Commercial Code) with respect thereto.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesCollateral Trustee, hold the same in trust for the Secured Parties Collateral Trustee and promptly deliver the same forthwith to the Administrative Agent Collateral Trustee in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative AgentCollateral Trustee, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative AgentCollateral Trustee, subject to the terms hereof, as additional collateral security for the Obligations. Any Upon the occurrence and during the continuance of an Event of Default, any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent Collateral Trustee to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative AgentCollateral Trustee, be delivered to the Administrative Agent Collateral Trustee to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative AgentCollateral Trustee, hold such money or property in trust for the Secured PartiesCollateral Trustee, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the Equity Interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall shall, to the extent permitted under applicable Law, accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Investment Property, Pledged Securities Notes, or Pledged Stock upon the liquidation or dissolution of any issuer thereof shall Issuer shall, to the extent permitted under applicable Law, be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event and, in the case of Default then existsFurmanite Offshore, for the Parallel Debt Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property, Pledged Securities Notes, or Pledged Stock, or any property shall be distributed upon or with respect to the Investment Property , Pledged Securities Notes, or Pledged Stock pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, to the extent permitted under applicable Law, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations and, in the case of Furmanite Offshore, for the Parallel Debt Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property, Pledged Securities Notes, or Pledged Stock shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured PartiesAdministrative Agent and the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations and, in the case of Furmanite Offshore, for the Parallel Debt Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Equity Interests of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property Property, Pledged Notes, Pledged Stock, or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property Property, Pledged Notes, Pledged Stock, or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, other Loan Document and (iv) enter into any agreement or undertaking (other than this Agreement, the Credit Agreement or any other Loan Document) restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property Pledged Notes, Pledged Stock, or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall has consented to and will be bound by the terms of this Agreement relating to the Investment Property, Pledged Securities Notes, and Pledged Stock issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.7(a) with respect to the Investment Property, Pledged Securities Notes, and Pledged Stock issued by it and it, (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7 with respect to the Investment Property, Pledged Securities Notes, and Pledged Stock issued by it. In addition, each Grantor which is either an issuer it and (iv) it has registered or an owner of any Pledged Security hereby consents to the grant by each other Grantor of will register on its books and records the security interest hereunder granted under this Agreement in favor of the Investment Property, Pledged Notes, and Pledged Stock issued by it and will comply with instructions originated by the Administrative Agent with respect to such Investment Property, Pledged Notes, and to Pledged Stock without further consent by the transfer Grantor of any Pledged Security to the Administrative Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Securitysuch security interest.

Investment Property. (a) If such Each Grantor shall become be entitled to receive or shall receive and retain any stock or and all dividends, interest, principal and other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in any issuer thereof, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same to the Administrative Agent in the exact form received (other than Excluded Stock), duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums distributions paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect Investment Property to the Pledged Securities pursuant extent and only to the recapitalization extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or reclassification distributed in accordance with, the terms and conditions of the capital of Credit Agreement; provided that any issuer thereof noncash dividends, interest, principal or pursuant other distributions that would constitute Pledged Investment Property required to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent under this Agreement, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Investment Property or received in exchange for Pledged Investment Property 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 be and become part of the Collateral, and, if received by any Grantor, shall be held by it hereunder as additional collateral security in trust for the Obligations. If any sums of money or property so paid or distributed in respect benefit of the Pledged Securities Administrative Agent and shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or forthwith delivered to the Administrative Agent, hold such money or property Agent in trust for the Secured Parties, segregated from other funds of such Grantor, same form as additional collateral security for the Obligationsso received (with any necessary endorsement). (b) Without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Pledged Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of under the Credit Agreement or (iii) except as permitted by the Credit Agreement, (iv) enter enter, subsequent to the date upon which such Investment Property becomes Collateral hereunder, into any agreement (other than the Credit Agreement) or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property required to be included in Collateral or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property required to be included in Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.5(a) with respect to the Pledged Securities such Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 and 6.7 with respect to the Pledged Securities such Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and of any Issuer of Pledged Stock Equivalents described in any issuer clauses (i) or (ii) of the definition thereof, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the such Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any Upon the occurrence and during the continuance of a Default or Event of Default, any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If Upon the occurrence and during the continuance of a Default or Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) . Without the prior written consent of the Administrative Agent, such Grantor shall will not (i) except with respect to issuances of Preferred Stock (including Disqualified Stock) permitted under Section 7.18 of the Credit Agreement, vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests stock or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any other Permitted Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof included in the Collateral or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) therein. In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a5.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 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 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Unless an Event of Default shall have occurred and be continuing and Lenders shall have given written notice to the relevant Grantor shall become entitled of Lenders’ intent to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationexercise their corresponding rights pursuant to Section 6.3(b), option or rights in respect of Stock and Stock Equivalents in any issuer thereof, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties be permitted to receive all cash dividends and promptly deliver the same to the Administrative Agent in the exact form received (other than Excluded Stock), duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums distributions paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, Equity and in case any distribution of capital shall be all payments made on or in respect of the Pledged Securities or any property shall be distributed upon or Notes, to the extent permitted in the Facility Agreement, and to exercise all voting and other rights with respect to the Pledged Securities pursuant 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 recapitalization Collateral or reclassification which would be inconsistent with or result in any violation of any provision of the capital of Facility Agreement, this Agreement or any issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the ObligationsLoan Document. (b) Without If an Event of Default shall occur and be continuing and Lenders shall give notice of Lenders’ intent to exercise such rights to the prior written consent of the Administrative Agentrelevant Grantor, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting Lenders shall have the right to purchase or exchange for receive any stockand all cash dividends and distributions, partnership interests, limited liability company interests payments or other equity securities Proceeds paid in respect of any nature of any the Investment Property and make application thereof to the Secured Obligations in such issuer (except, order as Lenders may determine in each case, pursuant to a transaction expressly permitted by the Credit Agreement)their discretion, (ii) sell, assign, transfer, exchange, Lenders shall have the right to cause any or otherwise dispose of, or grant any option with respect to, any all of the Investment Property to be registered in the name of Lenders or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), their nominee and (iii) createLenders 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, incur exchange and subscription and any other rights, privileges or permit options pertaining to exist such Investment Property as if they were the absolute owner thereof (including the right to exchange at their discretion any Lien or option in favor of, or any claim of any Person with respect to, any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or Proceeds thereofother fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any interest thereinGrantor or Lenders of any right, except for the security interests created by this Agreement privilege or any Lien expressly permitted thereon pursuant option pertaining to Section 7.02 of the Credit Agreementsuch Investment Property, (iv) enter into any agreement or undertaking restricting and in connection therewith, the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or Proceeds thereof or other designated agency upon such terms and conditions as Lenders may determine), all without liability except to account for property actually received by them, but Lenders shall have no duty to any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof Grantor to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes exercise any such action right, privilege or option and shall not be responsible for any failure to do so or delay in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereofso doing. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 After the occurrence and during the continuance of an Event of Default, each Grantor, upon notice from Lenders, hereby authorizes and instructs each Issuer of the Investment Property 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 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 substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged SecurityInvestment Property directly to Lenders.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other ownership certificate instrument (including any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of Stock and Stock Equivalents in the capital stock or other Equity Interests of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesAdministrative Agent, hold the same in trust for the Secured Parties Administrative Agent and promptly deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar other equivalent instrument of transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the Pledged Securities any Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held held, at the Administrative Agent’s option, either by it hereunder as additional collateral security Collateral for the Secured Obligations if an Event of Default then existsor applied to the Secured Obligations as provided in Section 7.04, and (ii) in case any distribution of capital shall be made on or in respect of the Pledged Securities any Investment Property or any property shall be distributed upon or with respect to the Pledged Securities any Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative AgentAgent for the ratable benefit of the Guaranteed Creditors, be delivered to the Administrative Agent to be held held, at the Administrative Agent’s option, either by it hereunder as additional collateral security Collateral for the ObligationsSecured Obligations or applied to the Secured Obligations as provided in Section 7.04. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Securities any Investment Property shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.16

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall shall, if requested by the Collateral Agent or the Required Secured Parties, accept the same as the agent of the Collateral Agent and the Secured Parties, hold the same in trust for the Collateral Agent and the Secured Parties and promptly deliver the same forthwith to the Administrative Collateral Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Collateral Agent so requests, signature guaranteed, to be held by the Administrative Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Collateral Agent, if requested by the Collateral Agent or the Required Secured Parties, be delivered to the Administrative Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Collateral Agent, if requested by the Collateral Agent or the Required Secured Parties, hold such money or property in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Collateral Agent, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit AgreementTransaction Documents), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iiiii) the terms of Sections 5.3(c6.3(c) and 5.7 6.7(b) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(c) or 5.7 6.7(b) with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor Unless an Event of Default shall become entitled to receive or shall receive any stock or other ownership certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Stock have occurred and Stock Equivalents in any issuer thereof, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties be continuing and promptly deliver the same to the Administrative Agent in shall have given written notice to the exact form received (other than Excluded Stock), duly endorsed by such relevant Grantor to of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such each Grantor and with, if the Administrative Agent so requests, signature guaranteed, shall be permitted to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums receive all cash dividends paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any issuer thereof shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then exists, Collateral and in case any distribution of capital shall be all payments made on or in respect of the Pledged Securities Notes to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate or any property shall be distributed upon or other organizational rights with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds Investment Property of such Grantor; provided, as additional collateral security for however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would materially impair the ObligationsCollateral 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) Without the prior written consent If an Event of Default shall occur and be continuing and the Administrative AgentAgent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, such Grantor shall not (i) vote the Administrative Agent shall have the right (A) to enablereceive any and all cash dividends, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests payments or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, Proceeds paid in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property (including the Pledged Collateral) of any or Proceeds 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 interest therein purpose consistent with this Agreement (except, in each case, pursuant case to a transaction expressly the extent such exchanges are permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Credit AgreementIssuer of such Pledged Collateral), and (iiiii) create, incur or permit each Grantor shall execute and deliver to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated appropriate instruments as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent may reasonably request in writing of any such election or action and, in such event, shall take all steps necessary or advisable order to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 permit the Administrative Agent or its nominee following to thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the occurrence relevant Issuer or Issuers or otherwise and during (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 continuance 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 fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the substitution 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 the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged SecurityAgent.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Trustee and the Secured Parties, hold the same in trust for the Collateral Trustee and the Secured Parties and promptly deliver the same forthwith to the Administrative Agent Collateral Trustee in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if requiredCollateral Trustee, together with an undated stock transfer power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, with signature guaranteed, to be held by the Administrative AgentCollateral Trustee, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent Collateral Trustee to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative AgentCollateral Trustee, be delivered to the Administrative Agent Collateral Trustee to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Investment Property shall be received by such Grantor in violation of the immediately preceding sentenceGrantor, such Grantor shall, until such money or property is paid or delivered to the Administrative AgentCollateral Trustee, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. Notwithstanding the foregoing, the Grantors shall not be required to pay over to the Collateral Trustee or deliver to the Collateral Trustee as Collateral any proceeds of any liquidation or dissolution of any Issuer, or any distribution of capital or property in respect of any Investment Property, to the extent that (i) such liquidation, dissolution, payment or distribution is permitted by the Priority Lien Debt Documents and (ii) the proceeds thereof are used or applied in accordance with the terms of the Priority Lien Debt Documents including any prepayment required thereby. (b) Without the prior written consent of the Administrative AgentCollateral Trustee, such Grantor shall will not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities Capital Stock of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement)Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, except pursuant to a transaction expressly permitted by the Credit AgreementPriority Lien Debt Documents), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent Collateral Trustee to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or thereof, except in each case as permitted under the terms of the Priority Lien Debt Documents. (vc) without Without the prior written consent of the Administrative AgentCollateral Trustee, such Grantor will not cause or permit any Subsidiary of the Borrower that is an issuer Issuer of any Pledged LLC/Partnership Interests Stock constituting Capital Stock in a limited liability company or limited partnership (if any) which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests Stock constituting Capital Stock in a limited liability company or limited partnership to be treated as Securities securities for purposes of the New York UCC; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests such Issuer takes any such action in violation of the provisions in this clause foregoing, (vi) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify cause the Administrative Agent in writing of any such election or action and, interest in such event, limited liability company or limited partnership to be certificated and shall take all steps necessary or advisable deliver such certificate to establish the Administrative Agent’s “control” , pursuant to Section 5.8(a) and (ii) such Grantor shall fulfill all other requirements under Section 5.8 applicable in respect thereof. (cd) In the case of each Grantor which is an issuer of Pledged SecuritiesIssuer, such issuer Issuer agrees that (i) it shall will be bound by the terms of this Agreement relating to the Pledged Securities Investment Property issued by it and shall will comply with such terms insofar as such terms are applicable to it, (ii) it shall will notify the Administrative Agent Collateral Trustee promptly in writing of the occurrence of any of the events described in Section 4.8(a5.8(a) with respect to the Pledged Securities Investment Property issued by it and (iii) the terms of Sections 5.3(c6.3(d) and 5.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c6.3(d) or 5.7 6.7 with respect to the Pledged Securities Investment Property issued by it. 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.

Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock and Stock Equivalents in of any issuer thereofIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged SecuritiesStock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured PartiesAdministrative Agent and the Lenders, hold the same in trust for the Secured Parties Administrative Agent and promptly the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received (other than Excluded Stock)received, duly endorsed indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities Investment Property upon the liquidation or dissolution of any issuer thereof Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations if an Event of Default then existsObligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities Investment Property or any property shall be distributed upon or with respect to the Pledged Securities Investment Property pursuant to the recapitalization or reclassification of the capital of any issuer thereof Issuer or pursuant to the reorganization thereof, the property so distributed shall, if an Event of Default then exists, and unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor in violation of the immediately preceding sentence, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Grantor shall not (i) vote to enable, or take any other action to permit, any Subsidiary of the Borrower that is an issuer of Pledged Securities to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any such issuer (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any Lien expressly permitted thereon pursuant to Section 7.02 of the Credit Agreement, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Administrative Agent, cause or permit any Subsidiary of the Borrower that is an issuer of any Pledged LLC/Partnership Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged LLC/Partnership Interests to be treated as Securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged LLC/Partnership Interests takes any such action in violation of the provisions in this clause (v) or any non-Subsidiary of the Borrower that is an issuer takes any of the foregoing actions, such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof. (c) In the case of each Grantor which is an issuer of Pledged Securities, such issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an issuer or an owner of any Pledged 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 continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the issuer of the related Pledged Security.the