Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Party.

Pledged Collateral. Subject Each Grantor that is a Pledgor hereby grants to the limitations set forth in Section 6(a) and while an Event Collateral Agent, for the ratable benefit of Default exists, upon notice by the Secured Party to the relevant GrantorFirst Lien Parties, (i) the Secured Party shall have the right to receive any Proceeds a security interest in all of the Pledged Collateral of such Pledgor now owned or at any time hereafter acquired by such Pledgor, wherever located and make application thereof to the Secured Obligations in the order whether now or herafter existing or arising, and any Proceeds thereof, except as provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay 2.03. Notwithstanding anything else contained in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or further instructions from Grantorregulation is adopted, and Grantor agrees which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Affiliate of the Company due to the fact that a security interest in such issuer Affiliate’s Equity Interests has been granted hereunder as security for the payment or performance, as the case may be, of any Additional Secured First Lien Obligations (the “Rule 3-16 Additional Secured First Lien Obligations”), then, solely to the extent securing such Rule 3-16 Additional Secured First Lien Obligations, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall be fully protected deemed not to secure, or to constitute “Collateral” with respect to, such Rule 3-16 Additional Secured First Lien Obligations, in any event solely to the extent necessary and only for so complying long as required to cause the Company and (y) pay its Affiliates to not be subject to such requirement. In such event, this Agreement may be amended or modified by the Company and the Collateral Agent, without the consent of any payment Additional Secured First Lien Party, to the extent necessary to release the Lien granted hereunder in favor of the Collateral Agent on the Rule 3-16 Excluded Collateral solely with respect to the Pledged Rule 3-16 Additional Secured First Lien Obligations. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral directly to secure the Additional Secured First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Affiliate of the Company, then the Equity Interest of such Affiliate will automatically be deemed to be a part of the Collateral for the relevant Additional Secured First Lien Obligations to the Secured Partyextent otherwise required by this Agreement.

Pledged Collateral. Subject (a) Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to the limitations set Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Indebtedness having an aggregate principal amount in Section 6(a) and while an Event excess of Default exists$500,000, upon notice payable or due to such Grantor by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including any other Grantor)) owned by such Grantor as of the Closing Date. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Securities listed on Exhibit D as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable; (ii) with respect to any certificates delivered to the Collateral Agent representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible; (iii) all such Pledged Collateral held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the ABL Collateral Agent pursuant to which the ABL Collateral Agent has Control; provided that no such control agreements shall be required prior to the date that is 60 days after the Closing Date (or such later date as may be agreed by the ABL Collateral Agent in its reasonable discretion) and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Indebtedness, is the legal, valid and binding obligation of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject to 3.10.1 Exhibit “E” sets forth a complete and accurate list of the limitations set forth in Section 6(a) Instruments, Securities and while an Event other Investment Property owned by such Grantor as of Default exists, upon notice by the Secured Party to Closing Date but shall not include any Excluded Assets (“Pledged Collateral”). Each Grantor is the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds direct and beneficial owner of the Pledged Collateral listed on Exhibit “E” as being owned by it, free and make application thereof clear of any Liens, except for Liens permitted under Section 4.1.4 hereof. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting Capital Stock have been (to the Secured Obligations extent such concepts are relevant with respect to such Capital Stock) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding Capital Stock of the respective issuers thereof indicated on Exhibit “E” hereto and, in the order case of limited liability companies and partnerships, are not represented by a certificate and have not provided in Section 6(h) and that they securities governed by Article 8 of the UCC, (ii) the Secured Party or its nominee may exercise with respect to any voting, consent, corporate and other right pertaining certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral held by a securities intermediary is covered by a Securities Account Control Agreement, (iv) to such Grantor’s knowledge and except as if otherwise disclosed to the Secured Party were the absolute owner thereofCollateral Agent, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitledrepresenting indebtedness owed to such Grantor has been duly authorized, which proxy shall be effective, automatically authenticated or issued and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) delivered by any other Person (including the issuer of such Pledged indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity) is not in default thereunder and (v) with respect to Securities constituting Collateral or that are uncertificated (other than uncertificated Securities credited to a Securities Account) owned by any officer or agent thereof) while an Event of Default exists. Grantor, such Grantor hereby expressly authorizes and irrevocably instructs each has caused the issuer of any Pledged Collateral pledged hereunder by Grantor thereof either to (xA) comply register the Collateral Agent as the registered owner of such security or (B) agree in an authenticated record with any instruction received by it from such Grantor and the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees Collateral Agent that such issuer shall be fully protected in so complying and (y) pay any payment will comply with instructions with respect to such security originated by the Pledged Collateral directly to Agent, or the Secured PartyCollateral Agent, as an agent of the Collateral Agent, without further consent of such Grantor.

Pledged Collateral. Subject Schedule IV sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Schedule IV as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (a) all Pledged Collateral owned by it constituting Capital Stock has been (to the limitations set forth in Section 6(aextent such concepts are relevant with respect to such Pledged Collateral) and while an Event of Default existsduly authorized, upon notice by the Secured Party validly issued, and, to the relevant Grantorextent applicable, is fully paid and non-assessable; (b) if it is a limited partnership or a limited liability company, the membership or partnership interests of such Grantor are not certificated and the documents relating to such membership or partnership interests do not expressly state that such interests are governed by Article 8 of the UCC; (c) such Grantor (i) has the power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens and the Lien created by this Agreement or the other Security Documents), however arising, of all Persons whomsoever; (d) by virtue of the execution and delivery by such Grantor of this Agreement, and (i) the Secured Party shall have delivery by such Grantor to the right to receive any Proceeds Collateral Agent, for the benefit of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingParties, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any stock certificates or other Person (including the issuer of certificates or documents representing or evidencing such Pledged Collateral accompanied by stock powers or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party endorsements, as applicable, executed in writing that states that an Event of Default exists and is otherwise blank in accordance with the terms of this AgreementAgreement or (ii) the filing of a Financing Statement if such Pledged Collateral is a partnership interest in a limited partnership or membership interest in a limited liability company, without the Collateral Agent will obtain a valid and perfected Lien upon, and security interest in, such Pledged Collateral as security for the payment and performance of the Secured Obligations; and (e) no consent of any Person including any general or limited partner, any other member of a limited liability company, any other shareholder or further instructions from Grantorany other trust beneficiary is necessary in connection with the creation, and Grantor agrees that such issuer shall be fully protected perfection or first priority status of the security interest of the Collateral Agent in so complying and (y) pay any payment with respect to the Pledged Collateral directly to or the Secured Partyexercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof, in each case except as have been obtained. Except as set forth in Schedule IV, such Grantor owns 100% of the issued and outstanding Capital Stock which constitute Pledged Collateral owned by it (except as otherwise provided in the definition of Excluded Assets).

Pledged Collateral. Subject to the limitations set forth in Section 6(a) Unless and while until an Event of Default existsshall have occurred and be continuing, upon notice by each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Secured Party Pledged Collateral, to the relevant Grantorextent consistent with the Credit Agreement or the Guarantee, as applicable; provided, however, that, except in connection with transactions permitted under Section 9.09 or Section 9.05 of the Credit Agreement, such Grantor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by such Grantor, or (ii) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution of any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such Person. At the Secured Party request of the Administrative Agent, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by such Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any such Pledged Collateral held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, the Administrative Agent shall have the right right, upon the occurrence and during the continuance of an Event of Default, following prior written notice to receive any Proceeds of the applicable Grantor, to vote and to give consents, ratifications and waivers with respect to any Pledged Collateral held by such Grantor, and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party exercise all rights of conversion, exchange, subscription or its nominee may exercise any votingother rights, consentprivileges or options pertaining thereto, corporate and other right pertaining to the Pledged Collateral as if the Secured Party Administrative Agent were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, provided that the Secured Party Administrative Agent shall have no duty to Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to such Grantor or any other Person for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydoing so.

Pledged Collateral. Subject (a) Exhibit F sets forth a complete and accurate list, as of the date hereof, of all of the Pledged Collateral and, with respect to any Pledged Collateral constituting any Capital Stock, the limitations set forth in percentage of the total issued and outstanding Capital Stock of the issuer represented thereby. As of the date hereof, each Grantor is the legal and beneficial owner of the Pledged Collateral listed on Exhibit F as being owned by it, free and clear of any Liens, except for the Security Interest and Liens permitted under Section 6(a) 7.01 of the Credit Agreement. Each Grantor further represents and while an Event warrants that, as of Default exists, upon notice by the Secured Party to the relevant Grantordate hereof, (i) the Secured Party shall have the right to receive any Proceeds of the all Pledged Collateral and make application thereof constituting any Capital Stock has been (to the Secured Obligations in extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued by the order provided in Section 6(h) issuer thereof and are fully paid and non-assessable, (ii) the Secured Party or its nominee may exercise with respect to any voting, consent, corporate and other right pertaining certificates delivered to the Pledged Term Collateral Agent or the Notes Collateral Agent (or their respective non-fiduciary agents or designees) representing any Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantors has so informed the Secured Party were Term Collateral Agent or the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, Notes Collateral Agent so that the Secured Party shall have no duty to Grantor to exercise any such right, privilege Term Collateral Agent or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver Notes Collateral Agent (or cause their respective non-fiduciary agents or designees), as applicable, may take steps to be executed perfect its security interest therein as a General Intangible and delivered(iii) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i)best of its knowledge, Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued and delivered by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Indebtedness, is the legal, valid and binding obligation of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged 1 Subject to review of Schedule 3 Exhibit A Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral directly to the Secured PartyAgreement.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement, and (iv) no Pledged Collateral Agreement will be breached or violated as a result of entering into any stock pledge or share pledge.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant GrantorAny Borrower shall, (ia) at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the Secured Party benefits of the pledge intended to be created by Section 3.3, shall have maintain, preserve and defend the right title to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder Lien of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without Agent thereon against the necessity claim of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Borrower constituting limited liability company membership interests, shall, to the issuer extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any event within three (3) Business Days after receipt thereof by Borrower) to the Agent; (c) upon acquiring any new Equity Interests constituting Pledged Collateral or any officer or agent thereofInstruments constituting Collateral, within five (5) while Business Days (i) deliver to Agent an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor updated Schedule 5.15 hereto, in form reasonably satisfactory to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of Agent, identifying such additional Equity Interests, which shall be attached to this Agreement, without (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or further instructions from Grantorany Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, and Grantor agrees provided that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly Equity Interests of a Borrower other than Parent, to the Secured Partyextent the Organizational Documents of such Borrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, Borrowers shall not be required to deliver stock certificates, stock powers or control agreements, and (iii) to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Borrower shall enter into any agreement restricting its ability to vote the Equity Interests or assigning or otherwise transferring or restricting its ability to vote the Equity Interests owned by such Borrower other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms for venture capital financings, in each case, which are not designed to impair the pledge or Agent’s exercise of remedies with respect to Pledged Collateral.

Pledged Collateral. Subject to Upon the limitations set forth in Section 6(a) occurrence and while during the continuation of an Event of Default existsDefault, (a) at Agent’s election and upon notice to Borrower, Agent may vote any or all Shares (whether or not the same shall have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Shares and otherwise act with respect thereto as though it were the outright owner thereof; (b) Agent may demand, xxx for, collect or make any compromise or settlement Agent deems suitable in respect of any Shares; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Collateral, for cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other persons as Agent deems expedient, all without demand for performance by Borrower or any notice or advertisement whatsoever except as expressly provided herein or as may otherwise be required by law; (d) Agent may cause all or any part of the Secured Party Pledged Equity to be transferred into its name or the name of its nominee or nominees; and (e) Agent may exercise all membership or partnership, as applicable, rights, powers and privileges to the relevant Grantorsame extent as Borrower is entitled to exercise such rights, powers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (i) all of which are hereby expressly waived by Borrower, to the Secured Party fullest extent permitted by law). Borrower recognizes that the Collateral Agent may be unable to effect a public sale or other disposition of its Shares by reason of certain prohibitions contained in securities laws and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have the right been made in a commercially reasonable manner. Agent shall be under no obligation to receive delay a sale of any Proceeds of the Pledged Collateral and make application thereof to for the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order period of time necessary to permit the Secured Party issuer of Shares to exercise register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. Borrower agrees to use its best efforts to cause each issuer of the voting Shares contemplated to be sold, to execute and other consensual rights that it is entitled deliver, and cause the directors and officers of such Issuer to exercise pursuant hereto execute and deliver, all at Borrower’s expense, all such instruments and documents, and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (do or cause to be executed and delivered) to the Secured Party done all such orders other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exempt such Shares from registration under the provisions of applicable laws, and to make all amendments to such instruments as and documents which, in the Secured Party may from time to time request opinion of Agent, are necessary or advisable, all in conformity with the requirements of applicable laws and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges rules and remedies to which a holder regulations of the Pledged Collateral would be entitled, which proxy shall be effective, automatically Securities and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured PartyExchange Commission applicable thereto.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Subsidiary owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject to (a) As of the limitations set date hereof, Exhibit G sets forth a complete and accurate list of all material Pledged Collateral, including all stock and other ownership interests in Section 6(a) the Loan Parties that constitute Pledged Collateral. As of the date hereof, each Grantor is the direct, sole beneficial owner and while an Event sole holder of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds record of the Pledged Collateral listed on Exhibit G as being owned by it, free and make application thereof clear of any Liens, except for the security interest granted to the Secured Obligations in Administrative Agent for the order provided in benefit of the Lenders hereunder and as permitted by Section 6(h4.1(e). Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) the Secured Party or its nominee may exercise with respect to any voting, consent, corporate and other right pertaining certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC (and in the PPSA) as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantors have so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all Pledged Collateral as if (unless subject to a prior Lien permitted by Section 4.1(e)) held by a securities intermediary is covered by a control agreement among such Grantor, the Secured Party were securities intermediary and the absolute owner thereof, all without liability except Administrative Agent pursuant to account for property actually received by it; provided, however, that which the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingAdministrative Agent has Control. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) Notwithstanding anything to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i)contrary contained herein, Grantor hereby grants prior to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges occurrence and remedies to which a holder continuation of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Default, (A) the Administrative Agent will not perfect upon stock of third parties held by any Grantor hereby expressly authorizes or notes receivable held by any Grantor and irrevocably instructs each issuer (B) the Grantors will have the ability to dispose of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it such stock and notes receivable without the requirement of consent from the Secured Party Administrative Agent, provided that in writing the event that states that an Event cash dominion is triggered pursuant to Section 7.3(c), all proceeds of Default exists and is otherwise in accordance with the terms of this Agreement, without any other such sale or further instructions from Grantor, and Grantor agrees that such issuer disposition shall be fully protected in so complying and (y) pay any payment with respect to deposited into the Pledged Collateral directly to the Secured PartyAdministrative Agent’s Collection Account.

Pledged Collateral. Subject (a) As of the Effective Date, or, with respect to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral held by such Grantor; provided that (i) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests with an individual value in excess of $5,000,000; provided that the Secured Party aggregate value of all such Equity Interests not listed on Exhibit C shall have not exceed $15,000,000, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the right aggregate value of all such Instruments not listed on Exhibit C shall not exceed $15,000,000; and (iv) with respect to receive any Proceeds Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the aggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. As of the Effective Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and make application thereof clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock has been (to the Secured Obligations in the order provided in Section 6(hextent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the all Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except which represents indebtedness owed to account for property actually received by it; provided, however, that the Secured Party shall have no duty to such 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 the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists Indebtedness and is otherwise in accordance with the terms legal, valid and binding obligation of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject (a) Except as set forth on Schedule 2, all of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while While an Event of Default exists, upon notice by the Secured Party to the relevant GrantorGrantor or Grantors, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) 10.4. of the Credit Agreement and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), such Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Each Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Party.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Any Loan Party to the relevant Grantorshall, (ia) at such Loan Party’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the Secured Party benefits of the pledge intended to be created by Section 3.3, shall have maintain, preserve and defend the right title to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder Lien of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without Agent thereon against the necessity claim of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Loan Party constituting limited liability company membership interests, shall, to the issuer extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any event within three (3) Business Days after receipt thereof by Loan Party) to the Agent; (c) upon acquiring any new Equity Interests constituting Pledged Collateral or any officer or agent thereofInstruments constituting Collateral, within five (5) while Business Days (i) deliver to Agent an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor updated Schedule 1 hereto, in form reasonably satisfactory to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of Agent, identifying such additional Equity Interests, which shall be attached to this Agreement, without (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or further instructions from Grantorany Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, and Grantor agrees provided that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly Equity Interests of a Loan Party other than Parent or Controlled Entity, to the Secured extent the Organizational Documents of such Loan Party or Controlled Entity do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, Loan Party’s or Controlled Entity’s shall not be required to deliver stock certificates, stock powers or control agreements, and (iii) to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Loan Party shall, nor shall any Loan Party permit any Controlled Entity, enter into any agreement restricting its ability to vote the Equity Interests or assigning or otherwise transferring or restricting its ability to vote the Equity Interests owned by such Loan Party or Controlled Entity other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms for venture capital financings, in each case, which are not designed to impair the pledge or Agent’s exercise of remedies with respect to Pledged Collateral.

Pledged Collateral. Subject (a) Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Debt having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) owned by such Grantor as of the limitations set forth in Section 6(a) and while an Event Closing Date, including without limitation a list of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) all the Secured Party shall have the right to receive issued and outstanding Equity Interests constituting Pledged Collateral owned by such Grantor (other than any Proceeds Equity Interests maintained in a securities account identified on Schedule 3.03 of the Pledged Collateral Perfection Certificate delivered on the Closing Date), and make application thereof to the Secured Obligations in the order provided in Section 6(h) an indication of whether such Equity Interests are certificated and (ii) the Secured Party or its nominee may exercise percentage of the outstanding Equity Interests of each class of each issuer on a fully diluted basis owned by such Grantor. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Securities listed on Exhibit D as being owned by it, free and clear of any votingLiens, consent, corporate and other right pertaining except for the security interest granted to the Pledged Collateral as if Agent for the benefit of the Foreign Facility Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive Parties hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) Grantor shall promptly execute and deliver all Pledged Collateral (or cause solely with respect to be executed and delivered) Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the Secured Party all best of the Grantors’ knowledge) owned by it constituting Equity Interests has been (to the extent such orders concepts are relevant with respect to such Pledged Collateral) duly authorized and instruments as the Secured Party may from time to time request validly issued and are fully paid and non-assessable, (ii) without limiting the immediately preceding clause (i), Grantor hereby grants with respect to any certificates delivered to the Secured Party Agent (or its agent or designee) representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC (or with respect to the Equity Interests owned by Foreign Obligors, as defined in any other Applicable Law, as applicable) as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible; (iii) all such Pledged Collateral held by a Securities Intermediary (other than in an irrevocable proxy to exercise all rightsExcluded Account) is covered by a control or blocked account agreement among such Grantor, powers, privileges the Securities Intermediary and remedies the Agent pursuant to which the Agent has Control; provided that no such control or blocked account agreements shall be required prior to the applicable Control Agreement Deadline or if, with respect to a holder Foreign Domiciled Obligor, such requirement is contrary to the Agreed Security Principles and (iv) all Pledged Collateral which represents Debt owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Pledged Collateral would be entitledGrantors’ knowledge) has been duly authorized, which proxy shall be effective, automatically authenticated or issued and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) delivered by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Debt, is the legal, valid and binding obligation of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable (to the limitations set forth extent applicable in Section 6(athe relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under any applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and while an Event beneficial owner thereof, (c) in the case of Default existsPledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, upon notice there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject to (a) Exhibit F sets forth a complete and accurate list of the limitations set forth in Section 6(a) Pledged Collateral. The Grantor is the record and while an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds beneficial owner of the Pledged Collateral listed on Exhibit F as being owned by the Grantor, free and make application thereof clear of any Liens, except for the security interest granted to the Agent for the ratable benefit of the Secured Obligations Parties hereunder and Permitted Encumbrances. The Grantor further represents and warrants that (i) with respect to any certificates delivered to Agent representing Equity Interests, either such certificates are Securities as defined in Article 8 of the order provided in Section 6(h) and UCC as a result of actions by the issuer or otherwise or, if such certificates are not Securities, the Grantor has so informed the Agent so that the Agent may take steps to perfect the security interest therein as a General Intangible, (ii) all Pledged Collateral held by a securities intermediary is covered by a Control Agreement among the Grantor, the securities intermediary and Agent on behalf of the Secured Party Parties, or its nominee may exercise any votingotherwise held under terms, consent, corporate and other right pertaining pursuant to which the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunderAgent has Control, (iiii) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder none of the Pledged Collateral would be entitledowned by the Grantor has been issued or transferred in violation of the securities registration, which proxy shall be effective, automatically and without the necessity securities disclosure or similar laws of any action jurisdiction to which such issuance or transfer may be subject, (including any transfer iv) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral on the record books Collateral, and (v) no consent, approval, authorization, or other action by, and no giving of the issuer thereof) by notice or filing with, any governmental authority or any other Person (including is required for the issuer pledge by the Grantor of such Pledged Collateral pursuant to this Security Agreement or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes for the execution, delivery and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms performance of this Agreement, without any other or further instructions from Security Agreement by the Grantor, and Grantor agrees that such issuer shall be fully protected or for the exercise by Agent of the voting or other rights provided for in so complying and (y) pay any payment with this Security Agreement or for the remedies in respect to of the Pledged Collateral directly pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the Secured Partyoffering and sale of securities generally.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant GrantorAny Borrower shall, (ia) at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the Secured Party benefits of the pledge intended to be created by Section 3.3, shall have maintain, preserve and defend the right title to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder Lien of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without Agent thereon against the necessity claim of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Borrower constituting limited liability company membership interests, shall, to the issuer extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any event within three (3) Business Days after receipt thereof by Borrower) to the Agent; (c) upon acquiring any new Equity Interests constituting Pledged Collateral or any officer or agent thereofInstruments constituting Collateral, within twenty (20) while Business Days (i) deliver to Agent an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor updated Schedule 5.15 hereto, in form reasonably satisfactory to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of Agent, identifying such additional Equity Interests, which shall be attached to this Agreement, without (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or further instructions from Grantorany Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, and Grantor agrees provided that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly Equity Interests of a Borrower other than New Parent, to the Secured Partyextent the Organizational Documents of such Borrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, Borrowers shall not be required to deliver stock certificates, stock powers or control agreements, and (iii) to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Borrower shall enter into any agreement restricting its ability to vote the Equity Interests or assigning or otherwise transferring or restricting its ability to vote the Equity Interests owned by such Borrower other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms for venture capital financings, in each case, which are not designed to impair the pledge or Agent’s exercise of remedies with respect to Pledged Collateral.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable (to the limitations set forth extent applicable in Section 6(athe relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and while an Event beneficial owner thereof, (c) in the case of Default existsPledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, upon notice there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock (except for Excluded Assets) hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject to Upon the limitations set forth in Section 6(a) occurrence and while during the continuation of an Event of Default existsDefault, (a) at Agent’s election and upon notice by the Secured Party to the relevant Grantorapplicable Borrower, Agent may vote any or all Equity Interests (i) whether or not the Secured Party same shall have been transferred into its name or the right name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Borrower, with full power of substitution, to receive do so); (b) Agent may demand, xxx for, collect or make any Proceeds compromise or settlement Agent deems suitable in respect of any Equity Interests; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Collateral, for Cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other persons as Agent deems expedient, all without demand for performance by any Borrower or any notice or advertisement whatsoever except as expressly provided herein or as may otherwise be required by law; (d) Agent may cause all or any part of the Pledged Collateral to be transferred into its name or the name of its nominee or nominees; and make application (e) at Agent’s election and upon notice thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee applicable Borrower, Agent may exercise any votingall membership or partnership, consentas applicable, corporate rights, powers and other right pertaining privileges to the Pledged Collateral same extent as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it applicable Borrower is entitled to exercise pursuant hereto such rights, powers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by each Borrower, to the fullest extent permitted by law). Each Borrower recognizes that the Agent may be unable to effect a public sale or other disposition of its Equity Interests by reason of certain prohibitions contained in securities laws and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of Equity Interests to register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. In connection with the sale of Pledged Collateral by Agent during the continuation of an Event of Default, each Borrower agrees to use its commercially reasonable efforts to cause each issuer of the Equity Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at such Borrower’s expense, all such instruments and documents, and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (do or cause to be executed and delivered) to the Secured Party done all such orders other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exempt such Equity Interests from registration under the provisions of applicable laws, and to make all amendments to such instruments as and documents which, in the Secured Party may from time to time request opinion of Agent, are necessary or advisable, all in conformity with the requirements of applicable laws and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges rules and remedies to which a holder regulations of the Pledged Collateral would be entitled, which proxy shall be effective, automatically Securities and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured PartyExchange Commission applicable thereto.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while While an Event of Default exists, upon notice by the Secured Party to the relevant GrantorGrantor or Grantors, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) 8.03 of the Credit Agreement and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), such Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Each Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (y) upon receipt of written notice stating that an Event of Default has occurred and is continuing under and as defined in the Credit Agreement and directing such payment directly to Secured Party, pay any payment with respect to the Pledged Collateral directly to the Secured Party.

Pledged Collateral. Subject If the Pledgor shall become entitled to receive or shall receive any certificate (including any certificate representing a 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 of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Collateral, or otherwise in respect thereof, the Pledgor 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 deliver the same forthwith to the limitations set forth Administrative Agent in Section 6(a) and while an Event of Default existsthe exact form received, upon notice duly indorsed by the Secured Party Pledgor to the relevant GrantorAdministrative Agent, (i) if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and subject to the terms hereof, as additional collateral security for the Secured Party Obligations; provided that in no event shall have the right this Section 4.5(a) apply to receive any Proceeds Excluded Assets. Any sums paid upon or in respect of the Pledged Collateral and make application thereof upon the liquidation or dissolution of any Issuer shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be paid over to the Secured Obligations in the order provided in Section 6(h) and (ii) Administrative Agent to be held by it hereunder as additional collateral security for the Secured Party Obligations, and in case any distribution of capital shall be made on or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder respect of the Pledged Collateral would be entitled, which proxy or any property shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral distributed upon or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly 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 Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured PartyObligations. If any sums of money or property so paid or distributed in respect of such Pledged Collateral shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, hold such money or property in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations.

Pledged Collateral. Subject to the limitations set forth provisions of the S&O Agreement, the LC Facility Agreement and the Collateral Agency Agreement, which shall control in Section 6(a) all events, unless and while until an Event of Default existsshall have occurred and be continuing, upon notice by the Secured Party Company shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the relevant GrantorPledged Collateral; provided, however, that, the Company shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by the Company, or (ii) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution of any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such Person. At the request of the S&O Agent or the LC Facility Agent, upon the occurrence and during the continuance of any Event of Default, each Sub-Collateral Agent shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral constituting its Priority Collateral, and all such distributions or payments held by the Company shall be held in trust for Collateral Agent for the benefit of the Secured Party Parties and, in accordance with the Collateral Agent’s instructions, remitted to the Collateral Agent or deposited to an account with the Collateral Agent in the form received (with any necessary endorsements or instruments of assignment or transfer) for further distribution in accordance with the terms of the Collateral Agency Agreement. Following the occurrence and during the continuance of an Event of Default, any such distributions and payments with respect to any Pledged Collateral held in any securities account shall be held and retained in such securities account, in each case as part of the Collateral hereunder. Additionally, each Sub-Collateral Agent shall have the right right, upon the occurrence and during the continuance of an Event of Default, following prior written notice to receive the Company, to exercise voting rights and to exercise rights to give consents, ratifications and waivers with respect to any Proceeds of the Pledged Collateral constituting its Priority Collateral, and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party exercise all rights of conversion, exchange, subscription or its nominee may exercise any votingother rights, consentprivileges or options pertaining thereto, corporate and other right pertaining to the Pledged Collateral as if the Secured Party such Sub-Collateral Agent were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, provided that the Secured Party each Sub-Collateral Agent shall have no duty to Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to the Company or any other Person for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydoing so.

Pledged Collateral. Subject (a) Exhibit D sets forth a complete and accurate list of all of the Pledged Collateral, as such exhibit may be amended with Administrative Agent’s consent, not to be unreasonably withheld or delayed. The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit D as being owned by it, free and clear of any Liens, except for (i) the first priority security interest of the SPV Collateral Agent in the Pledged Collateral; (ii) the second priority security interest granted to the limitations set forth Administrative Agent for the benefit of the Lenders hereunder; and (iii) the third priority security interests of the Senior Subordinated Agent. The Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Section 6(a) and while an Event Article 8 of Default exists, upon notice the UCC as a result of actions by the Secured Party issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all Pledged Collateral held by a securities intermediary is covered by a control agreement among the relevant Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control. (b) In addition, (i) the Secured Party shall have the right to receive any Proceeds none of the Pledged Collateral and make application thereof has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to the Secured Obligations in the order provided in Section 6(h) and which such issuance or transfer may be subject, (ii) the Secured Party there are existing no options, warrants, calls or its nominee may exercise commitments of any voting, consent, corporate and other right pertaining character whatsoever relating to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Party.or

Pledged Collateral. Subject to the limitations set forth in Section 6(a) Unless and while until an Event of Default existsshall have occurred and be continuing, upon notice by each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Secured Party Pledged Collateral, to the relevant Grantorextent consistent with the Credit Agreement or the Guaranty, as applicable; provided, however, that, except in connection with transactions permitted under the Credit Agreement, such Grantor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by such Grantor, or (ii) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution of any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such Person. At the Secured Party request of the Administrative Agent, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by such Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any such Pledged Collateral held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, the Administrative Agent shall have the right right, upon the occurrence and during the continuance of an Event of Default, following prior written notice to receive any Proceeds of the applicable Grantor, to vote and to give consents, ratifications and waivers with respect to any Pledged Collateral held by such Grantor, and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party exercise all rights of conversion, exchange, subscription or its nominee may exercise any votingother rights, consentprivileges or options pertaining thereto, corporate and other right pertaining to the Pledged Collateral as if the Secured Party Administrative Agent were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, provided that the Secured Party Administrative Agent shall have no duty to Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to such Grantor or any other Person for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydoing so.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) Unless and while until an Event of Default existsshall have occurred, upon notice by each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Secured Party Pledged Collateral, to the relevant Grantorextent consistent with the Credit Agreement; provided that, except in connection with transactions permitted under Section 9.03 or Section 9.09 of the Credit Agreement, such Grantor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by such Grantor, or (ii) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution of any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such Person. At the Secured Party request of the Administrative Agent, upon the occurrence of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by such Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence of an Event of Default any such distributions and payments with respect to any such Pledged Collateral held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, the Administrative Agent shall have the right right, upon the occurrence of an Event of Default, following prior written notice to receive any Proceeds of the applicable Grantor, to vote and to give consents, ratifications and waivers with respect to any Pledged Collateral held by such Grantor, and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party exercise all rights of conversion, exchange, subscription or its nominee may exercise any votingother rights, consentprivileges or options pertaining thereto, corporate and other right pertaining to the Pledged Collateral as if the Secured Party Administrative Agent were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, provided that the Secured Party Administrative Agent shall have no duty to Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to such Grantor or any other Person for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydoing so.

Pledged Collateral. Subject (a) Upon request of Agent, such Credit Party will (x) deliver to Agent, all certificates or Instruments representing or evidencing any Collateral, whether now arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Credit Party’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent, together with a pledge amendment, duly executed by the limitations set forth Credit Party and (y) maintain all other pledged Collateral constituting Investment Property in Section 6(a) and while an account subject to a Control Agreement. If an Event of Default existshas occurred and is continuing, upon Agent shall have the right, in its discretion and without notice by the Secured Party to the relevant GrantorCredit Party, (i) to transfer to or to register in its name or in the Secured Party name of its nominees any or all of the pledged Collateral. Agent shall have the right at any time to exchange certificates or instruments representing or evidencing any of the pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except during the continuance of an Event of Default, such Credit Party shall be entitled to receive any Proceeds all cash dividends paid in respect of the Pledged pledged Collateral and make application thereof (other than liquidating or distributing dividends) with respect to the Secured Obligations pledged Collateral. Any sums paid upon or in respect of any of the order provided pledged Collateral upon the liquidation or dissolution of any issuer of any of the pledged Collateral, any distribution of capital made on or in Section 6(h) and (ii) respect of any of the pledged Collateral or any properly distributed upon or with respect to any of the pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of Agent, be delivered to Agent 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 any of the pledged Collateral shall be received by such Credit Party, such Credit Party shall, until such money or its nominee may property is paid or delivered to Agent, hold such money or property in trust for Agent, as additional security for the Obligations. (c) Except during the continuance of an Event of Default, such Credit Party will be entitled to exercise any all voting, consent, consent and corporate and other right pertaining rights with respect to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by itpledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Credit Party which would impair the Secured Collateral in any manner that would cause a Material Adverse Effect or which would be inconsistent with or result in any violation of any provision of this Agreement or any other Loan Document. (d) Such Credit Party shall have no duty not hereafter grant control over any Investment Property to Grantor to exercise any Person other than Agent. (e) In the case of each Credit Party which is an issuer of pledged Collateral, 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 the Secured Credit Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause agrees to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) bound by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect Agreement relating to the Pledged pledged Collateral directly issued by it and will comply with such terms insofar as such terms are applicable to it. In the case of each Credit Party which is a partner in a partnership, such Credit Party hereby consents to the Secured extent required by the applicable partnership agreement to the pledge by each other Credit Party., pursuant to the terms hereof, of the pledged partnership interests in such partnership and to the transfer of such pledged partnership interests to Agent or its nominee and to the substitution of Agent or its nominee as a substituted partner in such partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Credit Party which is a member of a limited

Pledged Collateral. Subject (a) As of the date hereof, or, with respect to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant any Additional Grantor, (i) such other date such Grantor becomes a party hereto, Schedule 2 sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. As of the Secured Party shall have date hereof, such Grantor is the right to receive any Proceeds direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed in Schedule 2 as being owned by it, free and make application thereof clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) to the Secured Obligations in knowledge of such Grantor, all Pledged Collateral constituting an Equity Interest has been (to the order provided in Section 6(hextent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable; (ii) all Pledged Collateral credited to a Securities Account maintained with a Securities Intermediary of such Grantor (if any) is subject to an Investment Property Control Agreement (if so reasonably requested by the Secured Party or its nominee may exercise any voting, consent, corporate Administrative Agent) between the Securities Intermediary and other right pertaining the Administrative Agent as the result of which the Administrative Agent has Control over such Pledged Collateral; (iii) as of the date hereof and to the knowledge of such Grantor, all Pledged Collateral as if which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the Secured Party were issuer of such Indebtedness, is the absolute owner thereoflegal, all without liability except to account for property actually received by itvalid and binding obligation of such issuer and such issuer is not in default thereunder; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (iiiv) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder none of the Pledged Collateral would be entitled, which proxy shall be effective, automatically that is an interest in a partnership or a limited liability company and without is subject to the necessity of STA: (A) is dealt in or traded on any action securities exchange or in any securities market; (including any transfer of any Pledged Collateral on B) expressly provides by its terms that it is a “security” for the record books purposes of the issuer thereof) by STA or any other Person similar provincial legislation; or (including the issuer of such Pledged Collateral or any officer or agent thereofC) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party is held in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partya Securities Account.

Pledged Collateral. Subject Part A: Pledged Equity Interests (other than LLC Interests and Partnership Interests) Issuer Certificate No. (if Applicable) Registered Owner No. and Class of Shares % of Outstanding Equity Interests of Class Part B: Pledged LLC Interests and Partnership Interests Issuer Certificate No. (if Applicable) Registered Owner No. and Class of Shares % of Outstanding Equity Interests of Class Security for Article 8 Purposes? Part C: Pledged Debt Securities Grantor Obligor Principal Amount Date of Incurrence Maturity Date (if Applicable Type of Document Evidencing Debt (if Applicable) EXHIBIT A TO PLEDGE AND SECURITY AGREEMENT FORM OF COPYRIGHT SECURITY AGREEMENT COPYRIGHT SECURITY AGREEMENT, dated as of December 22, 2020 (as amended, restated, supplemented or otherwise modified, this “Agreement”), among HARVARD BIOSCIENCE, INC., a Delaware corporation (the “Borrower”), each Subsidiary party hereto as of the date hereof (collectively, the “Subsidiaries” and together with the Borrower, the “Grantors”) and CITIZENS BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Reference is made to (a) the Credit Agreement, dated as of December 22, 2020 among the Borrower, the Lenders party thereto and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and (b) the Pledge and Security Agreement, dated as of December 22, 2020, by and among the Grantors party thereto and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). The Lenders have agreed to extend credit to the limitations Borrower subject to the terms and conditions set forth in Section 6(a) the Credit Agreement, the Guarantors have guaranteed Secured Obligations and while an Event of Default exists, upon notice by the Secured Party Grantors have secured their obligations pursuant to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds Security Agreement. The obligations of the Pledged Collateral Lenders to extend such credit are conditioned upon, among other things, the execution and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms delivery of this Agreement. Accordingly, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Party.parties hereto agree as follows:

Pledged Collateral. Subject to (a) As of the limitations date hereof and as of the last Update Date, Exhibits E and F set forth in Section 6(a) complete and while an Event accurate lists of Default existsall Pledged Collateral owned by such Grantor. Such Grantor is , upon notice as of the date hereof or as of the last Update Date, as applicable, the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibits E and F as being owned by the Secured Party to the relevant Grantorit, free and clear of any Liens, except for (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof security interest granted to the Secured Obligations in Administrative Agent for the order provided in Section 6(h) benefit of itself, the Canadian Administrative Agent and the Canadian Lenders hereunder, (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining security interest granted to the Pledged Collateral as if Term Loan Agent for the Secured Party were benefit of the absolute owner thereofTerm Loan Lenders pursuant to the Term Loan Security Documents, all without liability except to account for property actually received and (iii) Liens permitted by it; provided, however, Section 6.02 of the Credit Agreement. Such Grantor further represents and warrants that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver all Pledged Collateral owned by it constituting an Equity Interest (or cause to be executed and deliveredother than Equity Interests of any Excluded Subsidiary) has been (to the Secured Party all extent such orders and instruments as the Secured Party may concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and, apart from time to time request and Pledged ULC Shares, non‑assessable, (ii) without limiting the immediately preceding clause (i), Grantor hereby grants with respect to any certificates delivered to the Secured Party Administrative Agent representing an irrevocable proxy Equity Interest (or until the Term Loan Obligation Payment Date, to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise Term Loan Agent in accordance with the terms of this the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral), either such certificates are Securities as defined in the PPSA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) subject to the terms of the ABL-Term Loan Intercreditor Agreement, without any all such Pledged Collateral held by a securities intermediary (other or further instructions from than Collateral consisting of Investment Property held in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) subject to the terms of the ABL-Term Loan Intercreditor Agreement, all Pledged Collateral which represents Indebtedness owed to such Grantor agrees that has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, to the knowledge of the Grantors, is a legal, valid and binding obligation of such issuer shall be fully protected (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in so complying and (ya proceeding in equity or at law) pay any payment with respect to and, as of the Pledged Collateral directly to the Secured Partydate hereof, such issuer is not in default thereunder.

Pledged Collateral. Subject to the limitations set forth in Section 6(a(B) and while an Event of Default exists, upon notice The Pledged Stock pledged by the Secured such Loan Party to the relevant Grantor, hereunder (i) the Secured Party shall have the right to receive any Proceeds is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Collateral Stock in limited liability companies and make application thereof to the Secured Obligations in the order provided in Section 6(hpartnerships) and (iiiii) constitutes the Secured Party or legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by itterms; provided, however, that to the Secured extent any such issuer or obligor is not an Affiliate of such Loan Party, the representations and warranties made in this Section 4.3(a) are made to the knowledge of such Loan Party. As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Collateral Agent in accordance with Section 5.2(a). In case any Loan Party shall have no duty acquire after the Closing Date (x) any Securities of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other obligation owed to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Loan Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive constituting a Pledged Debt Instrument hereunder, in each case, not listed on Schedule 3 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the Pledged Collateral reflected on Schedule 3, be subject to the pledge, assignment and security interest granted to the Collateral Agent under this Agreement and such Loan Party shall promptly, and in any event no later than ten (10) days after the date such Pledged Collateral was so acquired (i) Grantor shall promptly deliver to the Collateral Agent forthwith (A) a Pledge Amendment pursuant to Section 8.6(b) hereof reflecting such newly acquired Pledged Collateral, and (B) any certificates and instruments evidencing such Pledged Collateral, accompanied by transfer powers or other appropriate instruments of assignment duly executed by such Loan Party in blank, and (ii) take or cause to be taken such actions, execute and and/or deliver (or cause to be executed and/or delivered such documents as the Collateral Agent may reasonably request pursuant to Section 7.11 of the Term Loan Agreement. Upon the occurrence and delivered) during the continuance of an Event of Default, and subject to the Secured Party all such orders terms and instruments as conditions set forth in the Secured Party may from time to time request and (ii) without limiting Term Loan Agreement, the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy Collateral Agent shall be entitled to exercise all rightsof the rights of the Loan Party granting the security interest in any Pledged Stock, powers, privileges and remedies to which a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the Pledged Collateral would same extent as such Loan Party and be entitled, which proxy shall be effective, automatically and without entitled to participate in the necessity management of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Stock and, upon the transfer of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer the entire interest of any such Loan Party, such Loan Party shall, by operation of law, cease to be a holder of such Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured PartyStock.

Pledged Collateral. Subject to (a) Exhibit G sets forth a complete and accurate list of the limitations set forth in Section 6(a) Pledged Collateral. Each Grantor is the record and while an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds beneficial owner of the Pledged Collateral listed on Exhibit G as being owned by such Grantor, free and make application thereof clear of any Liens, except for the security interest granted to the Secured Obligations Collateral Agent for the benefit of the Lenders hereunder. Each Grantor further represents and warrants that (i) with respect to any certificates delivered to the Collateral Agent representing Equity Interests, either such certificates are Securities as defined in Article 8 of the order provided in Section 6(h) and UCC as a result of actions by the issuer or otherwise or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the all Pledged Collateral as if held by a securities intermediary is covered by a control agreement among such Grantor, the Secured Party were securities intermediary and the absolute owner thereof, all without liability except Collateral Agent pursuant to account for property actually received by it; provided, however, that which the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunderCollateral Agent has Control, (iiii) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder none of the Pledged Collateral would be entitledowned by such Grantor has been issued or transferred in violation of the securities registration, which proxy shall be effective, automatically and without the necessity securities disclosure or similar laws of any action jurisdiction to which such issuance or transfer may be subject, (including any transfer iv) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral on the record books of or which obligate the issuer thereofof any Equity Interest included in the Pledged Collateral to issue additional Equity Interests except as disclosed in the SEC Reports, and (v) by no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person (including is required for the issuer pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes for the execution, delivery and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms performance of this Agreement, without any other or further instructions from Security Agreement by such Grantor, and Grantor agrees that such issuer shall be fully protected or for the exercise by the Collateral Agent of the voting or other rights provided for in so complying and (y) pay any payment with this Security Agreement or for the remedies in respect to of the Pledged Collateral directly pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the Secured Partyoffering and sale of securities generally.

Pledged Collateral. Subject to (a) As of the limitations set date hererof, Exhibit C sets forth in Section 6(a) a complete and while an Event accurate list of Default exists, upon notice all Pledged Collateral held by the Secured Party to the relevant such Grantor; provided that, (i) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests with an individual value in excess of $5,000,000; provided that the Secured Party aggregate value of all such Equity Interests not listed on Exhibit C shall have not exceed $15,000,000, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the right aggregate value of all such Instruments not listed on Exhibit C shall not exceed $15,000,000; and (iv) with respect to receive any Proceeds Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the aggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. As of the date hereof, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and make application thereof clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock has been (to the Secured Obligations in the order provided in Section 6(hextent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable, and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the all Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except which represents Indebtedness owed to account for property actually received by it; provided, however, that the Secured Party shall have no duty to such 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 the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Indebtedness, is the legal, valid and binding obligation of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partyissuer.

Pledged Collateral. Subject (a) As of the Closing Date, or the effective date of a Security Agreement Supplement, as applicable, Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the limitations set forth Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing an Equity Interest, either such certificates are Securities as defined in Section 6(a) and while an Event Article 8 of Default exists, upon notice the UCC as a result of actions by the Secured Party issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a Securities Intermediary is covered by a Control Agreement among such Grantor, the relevant GrantorSecurities Intermediary and the Agent pursuant to which the Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) In addition, (i) the Secured Party shall have the right to receive any Proceeds none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) as of the Closing Date, no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and make application thereof (iii) no consent, approval, authorization, or other action by, and no giving of notice or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness (except to the extent subordinated to the Secured Obligations or as permitted under the Notes) owed to such Grantor is subordinated in the order provided in Section 6(h) and (ii) the Secured Party right of payment to other Indebtedness or its nominee may exercise any voting, consent, corporate and other right pertaining subject to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partyan indenture.

Pledged Collateral. Subject (a) Such Pledgor shall deliver to the limitations set forth Collateral Trustee all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in Section 6(a) suitable form for transfer by delivery STOCK PLEDGE AGREEMENT XXXXX HEALTHCARE CORPORATION or, as applicable, accompanied by such Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and while an Event substance satisfactory to the Collateral Trustee, together, in respect of Default existsany Additional Pledged Collateral, upon notice with a Pledge Amendment, duly executed by the Secured Party Pledgor, in substantially the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Pledgor, in substantially the form of Annex 2 (Form of Joinder Agreement), or such other documentation acceptable to the relevant GrantorCollateral Trustee. Such Pledgor authorizes the Collateral Trustee to attach each Pledge Amendment to this Agreement. The Collateral Trustee shall have the right, (i) as directed in accordance with the Secured Party Collateral Trust Agreement, to transfer to or to register in its name or in the name of its nominees its Lien on or security interest in any Pledged Collateral. The Collateral Trustee shall have the right to receive at any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of exchange any action (including any transfer of certificate or instrument representing or evidencing any Pledged Collateral on for certificates or instruments of smaller or larger denominations. Following the record books issuance of the issuer thereof) by any other Person (including the issuer of such Additional Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect changes to the information contained in Schedule 2 (Pledged Collateral directly Collateral), the Company shall promptly deliver to the Secured PartyCollateral Trustee a copy of Schedule 2 (Pledged Collateral) amended to accurately reflect such changes or the Additional Pledged Collateral, as the case may be.

Pledged Collateral. Subject As security for the full and punctual payment and performance of Mezzanine Borrower's Obligations under the Mezzanine Loan Documents, Mezzanine Borrower hereby grants, pledges, hypothecates, transfers and assigns to Mezzanine Lender a first priority and continuing lien on and first priority security interest in all of Mezzanine Borrower’s right, title, ownership, equity or other interests in and to the limitations set forth following, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (collectively, the “Pledged Collateral”): (a) Mezzanine Borrower's right, title and interest in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant GrantorPledged Equity, together with all Equity Interests related to the Pledged Equity which may be issued or granted by any Pledged Entity to Mezzanine Borrower while this Pledge Agreement is in effect, (b) all rights, privileges, general intangibles, payments intangibles, voting rights, authority and power arising from its interest in the Pledged Equity, (c) the capital of Mezzanine Borrower and any and all profits, losses, Distributions (defined herein), and allocations attributable to the Pledged Equity as well as the proceeds of any distribution thereof, whether arising under the terms of any Governing Documents of the Pledged Entity or otherwise, (d) all other payments, if any, due or to become due, to Mezzanine Borrower and all other present or future claims by Mezzanine Borrower against any Pledged Entity, or in respect of the Pledged Equity, under or arising out of (i) the Secured Party shall have the right to receive any Proceeds Governing Document of the any Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and Entity, (ii) the Secured Party monies loaned or its nominee may exercise advanced, for services rendered or otherwise, (iii) any votingother contractual obligations, consentcommercial tort claims, corporate and supporting obligations, damages, insurance proceeds, condemnation awards or other right pertaining amounts due to Mezzanine Borrower from the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege Entity or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly Equity, (e) Mezzanine Borrower's claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the ownership of the Pledged Equity, (f) to the Secured Partyextent permitted by applicable law, Mezzanine Borrower's rights, if any, in any Pledged Entity pursuant to any Governing Document of any Pledged Entity, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of Mezzanine Borrower relating to any Pledged Equity, including without limitation, the right to (i) execute any instruments and to take any and all other action on behalf of and in the name of Mezzanine Borrower in respect of any Pledged Equity, (ii) exercise any and all voting, consent and management rights of Mezzanine Borrower in or with respect to any Pledged Entity, (iii) exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval with respect to any Pledged Entity, (iv) enforce or execute any checks, or other instruments or orders of any Pledged Entity, and (v) file any claims and to take any action in connection with any of the foregoing, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of any Pledged Entity, (g) all Investment Property (as such term is defined in Section 9-102 of the Uniform Commercial Code in effect in the [State of New York], as amended, modified, revised or restated from time to time, the “UCC”) issued by or relating to any Pledged Entity, or otherwise relating to the Pledged Equity, (h) all Equity Interests or other property now or hereafter acquired by Mezzanine Borrower as a result of any mergers, acquisitions, exchange offers, recapitalizations of any type, contributions to capital, or the exercise of options or other rights relating to the Pledged Equity, and (i) to the extent not otherwise included: (i) all assets and personal property of Mezzanine Borrower in any way arising from, related to, or pertaining to Mezzanine Borrower’s right, title and interest in and to the Pledged Entity or any Pledged Equity; and (ii) all proceeds of any or all of the foregoing (including, without limitation, insurance proceeds and distributions on the Pledged Equity), as applicable.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) Unless and while until an Event of Default existsshall have occurred and be continuing, upon notice by each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Secured Party Pledged Collateral, to the relevant Grantorextent consistent with the Credit Agreement or the Guarantee, as applicable; provided, that, except in connection with transactions permitted under Section 9.05 of the Credit Agreement, such Grantor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by such Grantor, or (ii) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution of any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such Person. At the Secured Party request of the Administrative Agent, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by such Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any such Pledged Collateral held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, with respect to any of the Pledged Collateral, the Administrative Agent shall have the right right, upon the occurrence and during the continuance of an Event of Default, following prior written notice to receive any Proceeds of the applicable Grantor, to vote and to give consents, ratifications and waivers with respect to any such Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party exercise all rights of conversion, exchange, subscription or its nominee may exercise any votingother rights, consentprivileges or options pertaining thereto, corporate and other right pertaining to the Pledged Collateral as if the Secured Party Administrative Agent were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, provided that the Secured Party Administrative Agent shall have no duty to Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to such Grantor or any other Person for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydoing so.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable (to the limitations set forth extent applicable in Section 6(athe relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and while an Event beneficial owner thereof, (c) in the case of Default existsPledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, upon notice there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable domestic or foreign securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock (except for Excluded Assets) hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant GrantorAny Borrower shall, (ia) at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the Secured Party benefits of the pledge intended to be created by Section 3.3, shall have maintain, preserve and defend the right title to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder Lien of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without Agent thereon against the necessity claim of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Borrower constituting limited liability company membership interests, shall, to the issuer extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any event within three (3) Business Days after receipt thereof by Borrower) to the Agent; (c) upon acquiring any new Equity Interests constituting Pledged Collateral or any officer or agent thereofInstruments constituting Collateral, within twenty (20) while Business Days (i) deliver to Agent an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor updated Schedule 5.15 hereto, in form reasonably satisfactory to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of Agent, identifying such additional Equity Interests, which shall be attached to this Agreement, without (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or further instructions from Grantorany Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, and Grantor agrees provided that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly Equity Interests of a Borrower other than New Parent, to the Secured Party.extent the Organizational Documents of such Borrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, Borrowers shall not be required to deliver stock certificates, stock powers or control agreements, and

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged and charged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Capital Stock excluded from the definition of Pledged Stock), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements relating to Pledged Stock of a Subsidiary of such Grantor which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged and charged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged and charged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while an So long as no Event of Default existsshall have occurred and be continuing, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party Subsidiary Guarantors shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any all voting, consent, corporate consensual and other right powers of ownership pertaining to the Pledged Collateral as if Shares for all purposes not inconsistent with the Secured Party were terms of this Agreement, the absolute owner thereofLoan Documents or any other instrument or agreement referred to herein or therein. Notwithstanding the foregoing, all without liability except to account for property actually received by it; providedthe Subsidiary Guarantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, however, that the Secured Party shall have no duty to Grantor to exercise Loan Documents or any such rightother instrument or agreement, privilege or option and in any manner adverse to the Term B-3 Lenders’ rights, remedies or interest in any of the Loan Documents. The Third Lien Collateral Agent shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (to the Subsidiary Guarantors or cause to be executed and delivered) delivered to the Secured Party Subsidiary Guarantors all such orders proxies, powers of attorney, dividend and instruments other orders, and all such instruments, without recourse, as the Secured Party Subsidiary Guarantors may from time to time reasonably request and (ii) without limiting for the immediately preceding clause (i), Grantor hereby grants to purpose of enabling the Secured Party an irrevocable proxy Subsidiary Guarantors to exercise all rights, powers, privileges the rights and remedies powers that they are entitled to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically exercise Third Lien BrandCo Guarantee and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while Security Agreement LEGAL_US_E # 148181006.4 pursuant to this Section 5.04(a). Unless and until an Event of Default existsshall have occurred and be continuing, the Subsidiary Guarantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. Grantor hereby If an Event of Default shall have occurred and be continuing, whether or not the Third Lien Secured Parties or any of them exercise any available right to declare any Third Lien Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Third Lien Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Third Lien Collateral Agent and retained by it as part of the Collateral, subject to the terms of this Agreement and the BrandCo Intercreditor Agreement. Subject to the BrandCo Intercreditor Agreement, if the Third Lien Collateral Agent shall so request in writing at the direction of the Required Term B-3 Lenders, the Subsidiary Guarantors jointly and severally agree to execute and deliver to the Third Lien Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Third Lien Collateral Agent shall, upon request of the Subsidiary Guarantors (except to the extent theretofore applied to the Third Lien Obligations), be returned by the Third Lien Collateral Agent to the Subsidiary Guarantors. Each Subsidiary Guarantor expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral Shares pledged hereunder by Grantor to (xi) comply with any instruction received by it from the Secured Party Third Lien Collateral Agent in writing that (A) states that an Event of Default exists has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantorsuch Subsidiary Guarantor, and Grantor such Subsidiary Guarantor agrees that such issuer shall be fully protected in so complying and (yii) unless otherwise expressly permitted hereby or as set forth in the BrandCo Intercreditor Agreement, pay any dividend or other payment with respect to the Pledged Collateral Shares directly to the Third Lien Collateral Agent for the benefit of the Third Lien Secured PartyParties.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingknowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject (a) Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Debt having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) owned by such Grantor as of the limitations set forth in Section 6(a) and while an Event Closing Date, including without limitation a list of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) all the Secured Party shall have the right to receive issued and outstanding Equity Interests constituting Pledged Collateral owned by such Grantor (other than any Proceeds Equity Interests maintained in a securities account identified on Schedule 3.03 of the Pledged Collateral Perfection Certificate delivered on the Closing Date), and make application thereof to the Secured Obligations in the order provided in Section 6(h) an indication of whether such Equity Interests are certificated and (ii) the Secured Party or its nominee may exercise percentage of the outstanding Equity Interests of each class of each issuer on a fully diluted basis owned by such Grantor. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Securities listed on Exhibit D as being owned by it, free and clear of any votingLiens, consent, corporate and other right pertaining except for the security interest granted to the Pledged Collateral as if Agent for the benefit of the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive Parties hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) Grantor shall promptly execute and deliver all Pledged Collateral (or cause solely with respect to be executed and delivered) Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the Secured Party all best of the Grantors’ knowledge) owned by it constituting Equity Interests has been (to the extent such orders concepts are relevant with respect to such Pledged Collateral) duly authorized and instruments as the Secured Party may from time to time request validly issued and are fully paid and non-assessable, (ii) without limiting the immediately preceding clause (i), Grantor hereby grants with respect to any certificates delivered to the Secured Party Agent (or its agent or designee, including without limitation to the Term Agent, as Agent’s agent for perfection pursuant to Section 3.2 of the Intercreditor Agreement) representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible; (iii) all such Pledged Collateral held by a Securities Intermediary (other than in an irrevocable proxy to exercise all rightsExcluded Account) is covered by a control agreement among such Grantor, powers, privileges the Securities Intermediary and remedies the Agent pursuant to which the Agent has Control; provided that no such control agreements shall be required prior to the Control Agreement Deadline and (iv) all Pledged Collateral which represents Debt owed to such Grantor (solely with respect to Pledged Collateral issued by a holder Person other than a wholly owned Subsidiary of a Grantor, to the best of the Pledged Collateral would be entitledGrantors’ knowledge) has been duly authorized, which proxy shall be effective, automatically authenticated or issued and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) delivered by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Debt, is the legal, valid and binding obligation of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingknowledge of a Responsible Officer of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the knowledge of a Responsible Officer of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) Unless and while until an Event of Default exists, upon shall have occurred and is continuing and the Administrative Agent shall have given written notice by the Secured Party to the relevant GrantorGrantor of the Administrative Agent’s intent to exercise its rights pursuant to Section 10, (i) each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Secured Party Pledged Collateral, to the extent not prohibited under the Credit Agreement. At the request of the Administrative Agent, upon the occurrence and during the continuation of an Event of Default, the Administrative Agent shall have the sole and exclusive right and authority to receive all distributions and payments of any Proceeds nature with respect to any Pledged Collateral, and all such distributions or payments received by such Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 6(b) shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Following the occurrence and during the continuation of an Event of Default, any such distributions and payments with respect to any such Pledged Collateral held in any Securities Account shall be held and make application thereof retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, the Administrative Agent shall have the right, upon the occurrence and during the continuation of an Event of Default, following prior written notice to the Secured Obligations in the order provided in Section 6(h) any applicable Grantor, to vote and (ii) the Secured Party or its nominee may exercise to give consents, ratifications and waivers with respect to any voting, consent, corporate and other right pertaining to the Pledged Collateral held by such Grantor, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if the Secured Party Administrative Agent were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, provided that the Secured Party Administrative Agent shall have no duty to Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to such Grantor or any other Person for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydoing so.

Pledged Collateral. Subject (a) As of the date hereof, or, with respect to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant any Additional Grantor, (i) such other date such Grantor becomes a party hereto, Schedule 2 sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. As of the Secured Party shall have date hereof, such Grantor is the right to receive any Proceeds direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed in Schedule 2 as being owned by it, free and make application thereof clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the Secured Obligations in the order provided in Section 6(hextent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable; (ii) all Pledged Collateral credited to a Securities Account maintained with a Securities Intermediary of such Grantor (if any) is subject to an Investment Property Control Agreement (if so reasonably requested by the Secured Party or its nominee may exercise any voting, consent, corporate Administrative Agent) between the Securities Intermediary and other right pertaining the Administrative Agent as the result of which the Administrative Agent has Control over such Pledged Collateral; (iii) as of the date hereof and to the knowledge of such Grantor, all Pledged Collateral as if which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the Secured Party were issuer of such Indebtedness, is the absolute owner thereoflegal, all without liability except to account for property actually received by itvalid and binding obligation of such issuer and such issuer is not in default thereunder; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (iiiv) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder none of the Pledged Collateral would be entitled, which proxy shall be effective, automatically that is an interest in a partnership or a limited liability company and without is subject to the necessity of STA: (A) is dealt in or traded on any action securities exchange or in any securities market; (including any transfer of any Pledged Collateral on B) expressly provides by its terms that it is a “security” for the record books purposes of the issuer thereof) by STA or any other Person similar provincial legislation; or (including the issuer of such Pledged Collateral or any officer or agent thereofC) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party is held in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partya Securities Account.

Pledged Collateral. (a) Subject to Section 2.1(c), the limitations set forth Pledgor hereby irrevocably and unconditionally guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties, the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts which would become due but for the operation of the automatic stay under Section 6(a362(a) of the Bankruptcy Code), of all of the Obligations, whether now existing or hereafter arising and while an Event howsoever evidenced (the “Secured Obligations”). Notwithstanding any provision hereof or in any other Loan Document to the contrary, the Secured Obligations of Default existsthe Pledgor shall not include any Excluded Swap Obligations (as defined in the Pledge and Security Agreement). The Pledgor hereby assigns as collateral security to the Collateral Agent (for the ratable benefit of the Secured Parties), upon notice and hereby grants to the Collateral Agent (for the ratable benefit of the Secured Parties), a security interest in and continuing lien on, all of the Pledgor’s right, title and interest in, to and under all of the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Pledged Collateral”), as security for the prompt and complete payment and performance when due and with all rights and remedies under the UCC and other applicable law (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of the Secured Obligations: Any and all membership interests, limited liability company interests, member’s interests, equity interests, and other Capital Stock owned directly by the Secured Party to Pledgor, whether now owned or subsequently acquired, in the relevant GrantorBorrower (collectively, the “Membership Interests”), including, without limitation, all such interests as are described on Exhibit A hereto, the certificates representing such interests and (i) the Secured Party shall have the right Pledgor’s share of all rights to receive any Proceeds of the Pledged Collateral and make application thereof income, gain, profit, loss or other items allocated or distributed to the Secured Obligations in Pledgor under the order provided in Section 6(h) and Governing Agreements; (ii) all rights of the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and Pledgor to receive all distributions that it is entitled to receive hereunderincome, (i) Grantor shall promptly execute and deliver (profit or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i)other dividends, Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all distributions, cash, warrants, rights, powersoptions, privileges instruments, securities and remedies to which a holder other property of any nature whatsoever of the Pledged Collateral would be entitledPledgor with respect to such interests; (iii) all of the Pledgor’s capital or membership interest, which proxy shall be effectiveincluding any capital accounts, automatically in the Borrower, and without the necessity all accounts, deposits or credits of any action kind with the Borrower; (iv) all of the Pledgor’s voting rights or rights to control or direct the affairs of the Borrower; (v) all of the Pledgor’s right, title and interest in the Borrower as such rights are derived from the Membership Interests, including any transfer interest of any Pledged Collateral on the record Pledgor in the entries of the books of the issuer thereofBorrower; (vi) by all other right, title and interest in or to the Borrower as such rights are derived from the Membership Interests; (vii) all claims of the Pledgor for damages arising out of a breach of or a default relating to the property described in this Section 2.1; (viii) all rights of the Pledgor to terminate, amend, modify, supplement or waive performance under the Governing Agreements, to perform thereunder and to compel performance and otherwise exercise the remedies thereunder; and (ix) all of the proceeds of any other Person (including and all of the issuer of such above. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1(a) attach to any Excluded Collateral, and Pledged Collateral or shall not include any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured PartyExcluded Collateral.

Pledged Collateral. Subject (a) Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to the limitations set Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Indebtedness having an aggregate principal amount in Section 6(a) and while an Event excess of Default exists$500,000, upon notice payable or due to such Grantor by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including any other Grantor)) owned by such Grantor as of the Closing Date. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Securities listed on Exhibit D as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable; (ii) with respect to any certificates delivered to the Collateral Agent (or its agent or designee) representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC (or with respect to the Equity Interests owned by Foreign Domiciled Grantors, as defined in any other Applicable Law, as applicable) as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible; (iii) all such Pledged Collateral held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the ABL Collateral Agent pursuant to which the ABL Collateral Agent has Control; provided that no such control agreements shall be required prior to the date that is 60 days after the Closing Date (or such later date as may be agreed by the ABL Collateral Agent in its reasonable discretion) and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Indebtedness, is the legal, valid and binding obligation of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) Unless and while until an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have occurred and be continuing, the right to receive Borrower shall deposit any Proceeds cash distribution or payment, if any, in respect of the Pledged Collateral and make application thereof into the Revenue Account, unless otherwise required pursuant to the Secured Obligations terms of the Facility Agreement or other Finance Documents; provided, however, that, except in connection with a Permitted Disposal, the order provided Borrower shall not be entitled to receive (i) cash paid, payable or otherwise distributed in Section 6(h) and redemption of, or in exchange for or in substitution of, any Pledged Collateral held by the Borrower, or (ii) distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution of the Secured Party Target or its nominee may exercise in connection with a reduction of capital, capital surplus or paid-in-surplus or any votingother type of recapitalization involving the Target. At the request of the Lender, consentduring the continuance of any Event of Default, corporate the Lender shall be entitled to receive all distributions and other right pertaining payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by the Borrower shall be held in trust for the Lender and, in accordance with the Lender’s instructions, remitted to the Lender or deposited to an account specified by the Lender in the form received (with any necessary endorsements or instruments of assignment or transfer). During the continuance of an Event of Default any such distributions and payments with respect to any Pledged Collateral held in any securities account shall be held and retained in such securities account, in each case as part of the Pledged Collateral hereunder. Additionally, the Lender shall have the right, during the continuance of an Event of Default, following prior written notice to the Borrower, to vote and to give consents, ratifications and waivers with respect to any Pledged Collateral, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if the Secured Party Lender were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party Lender shall have no duty to Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to the Borrower or any other person for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydoing so.

Pledged Collateral. Subject to Schedule IV sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the limitations set forth in Section 6(a) direct, sole beneficial owner and while an Event sole holder of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds record of the Pledged Collateral listed on Schedule IV as being owned by it, free and make application thereof clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (a) all Pledged Collateral owned by it constituting an Equity Interest has been (to the Secured Obligations extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, and is fully paid and non-assessable; (b) with respect to any certificates delivered to the Notes Collateral Agent (or the ABL Agent as bailee pursuant to the Intercreditor Agreement) representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has taken steps to perfect the Notes Collateral Agent’s security interest therein as a General Intangible through the filing of a Financing Statement; (c) the Grantor (i) has the power and authority to pledge the Pledged Collateral in the order provided in Section 6(h) manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens and the Lien created by this Agreement or the other Security Documents), however arising, of all Persons whomsoever; (d) by virtue of the execution and delivery by the Grantor of this Agreement, and the delivery by the Grantor to the Notes Collateral Agent (or the ABL Agent as bailee of the Notes Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Party or its nominee may exercise any votingParties, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any stock certificates or other Person (including the issuer of certificates or documents representing or evidencing such Pledged Collateral accompanied by stock powers or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party endorsements, as applicable, executed in writing that states that an Event of Default exists and is otherwise blank in accordance with the terms of this Agreement, without any other or further instructions from Grantorthe Notes Collateral Agent will obtain a valid and perfected Lien upon, and security interest in, the Pledged Collateral as security for the payment and performance of the Secured Obligations; (e) all information set forth herein relating to the Pledged Collateral is accurate and complete in all material respects as of the date hereof; and (f) none of the Pledged Securities constitutes margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System. In addition, (x) none of the Pledged Collateral owned by such Grantor agrees that has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuer shall issuance or transfer may be fully protected in so complying subject and (y) pay no consent, approval, authorization or other action by, and no giving of notice or filing with, any payment with governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Notes Collateral Agent of the voting or other rights provided for in this Agreement or for the remedies in respect to of the Pledged Collateral directly pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the Secured Partyoffering and sale of securities generally. Except as set forth in Schedule IV, such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral owned by it (except as otherwise provided in the definition of Excluded Assets).

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to Lender or with respect to the limitations set forth foreclosure, transfer or disposition thereof by Lender, except as may be required in Section 6(aconnection with the disposition of any Investment Property, by laws generally affecting the offer and sale of securities, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and while an Event outstanding shares of Default existsCapital Stock of each Issuer owned by such Grantor (except for Excluded Assets), upon notice by the Secured Party and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder (except for Excluded Assets), (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to Lender, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject Each Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all losses, liabilities, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the limitations set forth Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver prospectus (or cause any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be executed and delivered) stated therein or necessary to make the Secured Party all such orders and instruments statements therein not misleading, except insofar as the Secured Party same may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) have been caused by any other Person (including untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any officer other Secured Party expressly for use therein. Each Grantor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each register, or cause the issuer of any such Pledged Collateral pledged hereunder by Grantor to (x) comply with qualify, file or register, any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations under this Section 5.05. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the Secured Party.provisions of this Section 5.05 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 5.05 may be specifically enforced. ARTICLE VI INDEMNITY, SUBROGATION AND SUBORDINATION

Pledged Collateral. Subject (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral which constitute Equity Interests owned by such Grantor or which represents Indebtedness owed to such Grantor. Such Grantor is the limitations set forth in direct, sole beneficial owner and sole holder of record of such Pledged Collateral as being owned by it, free and clear of any Liens, except for Liens permitted by Section 6(a) 4.1(e). Such Grantor further represents and while an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the Secured Party shall have extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the right to receive any Proceeds Noteholder Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Noteholder Collateral Agent so that it may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and make application thereof the Noteholder Collateral Agent pursuant to which the Noteholder Collateral Agent has Control (subject to the Secured Obligations in terms, conditions and provisions of the order provided in Section 6(hIntercreditor Agreement) and (iiiv) the Secured Party or its nominee may exercise any voting, consent, corporate to such Grantor’s knowledge and other right pertaining except as otherwise disclosed to the Noteholder Collateral Agent, all Pledged Collateral as if which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the Secured Party were issuer of such Indebtedness, is the absolute owner thereoflegal, all without liability except valid and binding obligation of such issuer and such issuer (subject to account applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) is not in default thereunder; provided that, with regard to clause (iii) above, the Issuer may maintain a Securities Account with Xxxxxxx Xxxxx which is not a Control Account for property actually received by itthe sole purpose of depositing therein deferred compensation payments on behalf of its employees and officers in accordance with the Issuer’s existing incentive plan for which accounts are maintained at Xxxxxxx Xxxxx (or any of its Affiliates) (the “Xxxxxxx Xxxxx Account”); provided, however, provided further that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may aggregate amount from time to time request on deposit therein shall not exceed and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor amount equal to (x) comply with any instruction received by it $500,000 minus all distributions or withdrawals made from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with Xxxxxxx Xxxxx Account on or after the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and Closing Date plus (y) pay any payment with respect to the Pledged Collateral directly to amount, if any, earned on the Secured Partyamounts on deposit in the Xxxxxxx Xxxxx Account.

Pledged Collateral. Subject to (a) As of the limitations set date hereof, the Perfection Certificate sets forth in Section 6(a) a complete and while an Event accurate list of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds all of the Pledged Collateral and make application thereof to the Secured Obligations in percentage of the order provided in Section 6(h) total issued and (ii) outstanding Equity Interests of the Secured Party or its nominee may exercise any votingissuer represented thereby. As of the date hereof, consenteach Grantor is the direct, corporate sole beneficial owner and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a sole holder of record of the Pledged Collateral would be entitledlisted in the Perfection Certificate as being owned by it, which proxy shall be effective, automatically free and without the necessity clear of any action Liens, except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder, nonconsensual Liens permitted under Section 6.02 of the Term Loan Credit Agreement and nonconsensual Liens permitted under Section 6.02 of the ABL Credit Agreement. Each Grantor further represents and warrants that (including any transfer of any i) all Pledged Collateral on constituting an Equity Interest has been (to the record books extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent (or its bailee) representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer thereofor otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent (or its bailee) may take steps to perfect its security interest therein as a General Intangible, (iii) to the extent required by Section 4.05, it shall have used its commercially reasonable efforts to ensure that all Pledged Collateral held by a securities intermediary is covered by a control agreement among the applicable Grantor, the securities intermediary and the Collateral Agent (or its bailee) pursuant to which the Collateral Agent (or its bailee) has Control and (iv) all Pledged Collateral that represents Indebtedness owed to any other Person (including Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Indebtedness, is the legal, valid and binding obligation of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject to (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor and not held by a Securities Intermediary. Such Grantor is the limitations set forth in Section 6(a) direct, sole beneficial owner and while an Event sole holder of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds record of the Pledged Collateral listed on Exhibit G as being owned by it, free and make application thereof clear of any Liens, except for the security interest granted to the Secured Obligations in Collateral Agent for the order provided in Section 6(h) and (ii) benefit of the Secured Party or its nominee may exercise any voting, consent, corporate Parties hereunder. Such Grantor further represents and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, warrants that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver all Pledged Collateral listed on Exhibit G owned by it constituting Capital Stock has been (or cause to be executed and delivered) to the Secured Party all extent such orders and instruments as the Secured Party may from time concepts are relevant with respect to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the such Pledged Collateral would be entitledand, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including if the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder is not controlled by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, this representation is made to the best of such Grantor’s knowledge) duly authorized, validly issued, are fully paid and Grantor agrees that such issuer shall be fully protected in so complying and non-assessable, (yii) pay any payment with respect to any certificates delivered to the Collateral Agent representing Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) upon the execution of Control Agreements with respect to Pledged Collateral directly held by a Securities Intermediary in favor of the Collateral Agent, all such Pledged Collateral held by a Securities Intermediary is covered by a Control Agreement among such Grantor, the Securities Intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents debt or similar obligations owed to such Grantor has, to the Secured Partyknowledge of such Grantor (1) been duly authorized, authenticated or issued and delivered by the issuer of such debt or similar obligation, and (2), is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

Pledged Collateral. Subject (a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral which constitute Equity Interests owned by such Grantor or which represent Indebtedness owed to such Grantor. Such Grantor is the limitations set forth in Section 6(a) direct, sole beneficial owner and while an Event sole holder of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds record of the Pledged Collateral listed on Exhibit G as being owned by it, free and make application thereof clear of any Liens, except for Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the Secured Obligations extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent or the Notes Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the order provided in Section 6(hUCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent or the Notes Agent (as applicable) so that it may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control (subject to the terms, conditions and provisions of the Intercreditor Agreement) and (iiiv) the Secured Party or its nominee may exercise any voting, consent, corporate to such Grantor’s knowledge and other right pertaining except as otherwise disclosed to the Administrative Agent, all Pledged Collateral as if which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the Secured Party were issuer of such Indebtedness, is the absolute owner thereoflegal, all without liability except valid and binding obligation of such issuer and such issuer (subject to account applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) is not in default thereunder; provided that, with regard to clause (iii) above, the Company may maintain a Securities Account with Xxxxxxx Xxxxx which is not a Control Account for property actually received by itthe sole purpose of depositing therein deferred compensation payments on behalf of its employees and officer’s in accordance with the Company’s existing incentive plan for which accounts are maintained at Xxxxxxx Xxxxx (or any of its Affiliates) (the “Xxxxxxx Xxxxx Account”); provided, however, provided further that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may aggregate amount from time to time request on deposit therein shall not exceed and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor amount equal to (x) comply with any instruction received by it $500,000 minus all distributions or withdrawals made from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with Xxxxxxx Xxxxx Account on or after the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and Effective Date plus (y) pay any payment with respect to the Pledged Collateral directly to amount, if any, earned on the Secured Partyamounts on deposit in the Xxxxxxx Xxxxx Account.

Pledged Collateral. Subject (a) As of the Closing Date, or, with respect to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral held by such Grantor; provided that (i) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities. As of the Secured Party shall have Closing Date, such Grantor is the right to receive any Proceeds direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and make application thereof clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Secured Obligations in Parties hereunder and Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock has been (to the order provided in Section 6(hextent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the all Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except which represents Indebtedness owed to account for property actually received by it; provided, however, that the Secured Party shall have no duty to such 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 the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists Indebtedness and is otherwise in accordance with the terms legal, valid and binding obligation of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged _________________________________________ 1 Subject to the limitations set forth in Section 6(a) and while an Event review of Default exists, upon notice by the Secured Party Schedule 3 Collateral Agreement relating to the relevant Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject to (a) As of the limitations set date hereof, the Perfection Certificate sets forth in Section 6(a) a complete and while an Event accurate list of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds all of the Pledged Collateral and make application thereof to the Secured Obligations in percentage of the order provided in Section 6(h) total issued and (ii) outstanding Equity Interests of the Secured Party or its nominee may exercise any votingissuer represented thereby. As of the date hereof, consenteach Grantor is the direct, corporate sole beneficial owner and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a sole holder of record of the Pledged Collateral would be entitledlisted in the Perfection Certificate as being owned by it, which proxy shall be effective, automatically free and without the necessity clear of any action Liens, except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder, nonconsensual Liens permitted under Section 6.02 of the Term Loan Credit Agreement and nonconsensual Liens permitted under of the ABL Credit Agreement. Each Grantor further represents and warrants that (including any transfer of any i) all Pledged Collateral on constituting an Equity Interest has been (to the record books extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent (or its bailee) representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer thereofor otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent (or its bailee) may take steps to perfect its security interest therein as a General Intangible, (iii) to the extent required by Section 4.05, it shall have used its commercially reasonable efforts to ensure that all Pledged Collateral held by a securities intermediary is covered by a control agreement among the applicable Grantor, the securities intermediary and the Collateral Agent (or its bailee) pursuant to which the Collateral Agent (or its bailee) has Control and (iv) all Pledged Collateral that represents Indebtedness owed to any other Person (including Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Indebtedness, is the legal, valid and binding obligation of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Any Loan Party shall have (a) at such Loan Party’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent or the right Required Lenders from time to receive any Proceeds time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Collateral and make application thereof to the Secured Obligations in Lien of Agent thereon against the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder claim of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such other than Permitted Liens); and (b) upon acquiring any new Equity Interests constituting Pledged Collateral or any officer or agent thereofInstruments constituting Collateral, within [***] Business Days (i) while deliver to Agent an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor updated Schedule 5.15 hereto, in form reasonably satisfactory to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of Agent, identifying such additional Equity Interests, which shall be attached to this Agreement, without (ii) either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to the Required Lenders) to Agent as required under this Agreement or further instructions from Grantorany Loan Document or enter into a control agreement in favor of Agent in form acceptable to the Required Lenders and to Agent as to its rights, duties and Grantor agrees obligations with respect thereto, provided that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly Equity Interests of any Loan Party other than Borrower, to the Secured Partyextent the Organizational Documents of such Loan Party do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, such Loan Party shall not be required to deliver stock certificates, stock powers or control agreements, and (iii) to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Loan Party shall enter into any agreement restricting its ability to vote the Equity Interests or assigning or otherwise transferring or restricting its ability to vote the Equity Interests owned by such Loan Party other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms for venture capital financings, in each case, which are not designed to impair the pledge or Collateral Agent’s exercise of remedies with respect to Pledged Collateral.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) Unless and while until an Event of Default existshas occurred and is continuing, upon notice by each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Secured Party Pledged Collateral, to the relevant Grantorextent consistent with the Credit Agreement or the Guaranty, as applicable; provided, however, that, except in connection with transactions permitted under Section 8.5 or Section 8.6 of the Credit Agreement, such Grantor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by such Grantor, or (ii) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution of any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such Person. At the Secured Party written request of the Agent, upon the occurrence and during the continuation of any Event of Default, the Agent shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by such Grantor shall be held in trust for the Agent and, in accordance with the Agent’s instructions, remitted to the Agent or deposited to an account with the Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and continuation of an Event of Default, any such distributions and payments with respect to any such Pledged Collateral held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, the Agent shall have the right right, upon the occurrence and continuation of an Event of Default, following prior written notice to receive any Proceeds of the applicable Grantor, to vote and to give consents, ratifications and waivers with respect to any Pledged Collateral held by such Grantor, and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party exercise all rights of conversion, exchange, subscription or its nominee may exercise any votingother rights, consentprivileges or options pertaining thereto, corporate and other right pertaining to the Pledged Collateral as if the Secured Party Agent were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, provided that the Secured Party Agent shall have no duty to Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to such Grantor or any other Person for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydoing so.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while an Orders, so long as no Event of Default existsshall have occurred and be continuing, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party Subsidiary Guarantors shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any all voting, consent, corporate consensual and other right powers of ownership pertaining to the Pledged Collateral as if Shares for all purposes not inconsistent with the Secured Party were terms of this Agreement, the absolute owner thereofLoan Documents or any other instrument or agreement referred to herein or therein. Notwithstanding the foregoing, all without liability except to account for property actually received by it; providedthe Subsidiary Guarantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of the Orders, howeverthis Agreement, that the Secured Party shall have no duty to Grantor to exercise Loan Documents or any such rightother instrument or agreement, privilege or option and in any manner adverse to the Lenders’ rights, remedies or interest in any of the Loan Documents. The Collateral Agent shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (to the Subsidiary Guarantors or cause to be executed and delivered) delivered to the Secured Party Subsidiary Guarantors all such orders proxies, powers of attorney, dividend and instruments other orders, and all such instruments, without recourse, as the Secured Party Subsidiary Guarantors may from time to time reasonably request and (ii) without limiting for the immediately preceding clause (i), Grantor hereby grants to purpose of enabling the Secured Party an irrevocable proxy Subsidiary Guarantors to exercise all rights, powers, privileges the rights and remedies powers that they are entitled to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically exercise pursuant to this Section 5.04(a). Unless and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while until an Event of Default existsshall have occurred and be continuing, the Subsidiary Guarantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. Grantor hereby If an Event of Default shall have occurred and be continuing, whether or not the Secured Parties or any of them exercise any available right to declare any Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Collateral Agent and retained by it as part of the Collateral, subject to the terms of this Agreement and the Orders. Subject to the Orders, if the Collateral Agent shall so request in writing at the direction of the Required Lenders, the Subsidiary Guarantors jointly and severally agree to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Collateral Agent shall, upon request of the Subsidiary Guarantors (except to the extent theretofore applied to the Obligations), be returned by the Collateral Agent to the Subsidiary Guarantors. Each Subsidiary Guarantor expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral Shares pledged hereunder by Grantor to (xi) comply with any instruction received by it from the Secured Party Collateral Agent in writing that (A) states that an Event of Default exists has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantorsuch Subsidiary Guarantor, and Grantor such Subsidiary Guarantor agrees that such issuer shall be fully protected in so complying and (yii) unless otherwise expressly permitted hereby or as set forth in the Orders, pay any dividend or other payment with respect to the Pledged Collateral Shares directly to the Collateral Agent for the benefit of the Secured PartyParties.

Pledged Collateral. (a) Subject to Section 2.1(c), the limitations set forth Pledgor hereby irrevocably and unconditionally guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties, the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts which would become due but for the operation of the automatic stay under Section 6(a362(a) of the Bankruptcy Code), of all of the Obligations, whether now existing or hereafter arising and while an Event howsoever evidenced (the “Secured Obligations”). Notwithstanding any provision hereof or in any other Loan Document to the contrary, the Secured Obligations of Default existsthe Pledgor shall not include any Excluded Swap Obligations (as defined in the Pledge and Security Agreement). The Pledgor hereby assigns as collateral security to the Collateral Agent (for the ratable benefit of the Secured Parties), upon notice and hereby grants to the Collateral Agent (for the ratable benefit of the Secured Parties), a security interest in and continuing lien on, all of the Pledgor’s right, title and interest in, to and under all of the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Pledged Collateral”), as security for the prompt and complete payment and performance when due and with all rights and remedies under the UCC and other 3 applicable law (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of the Secured Obligations: Any and all membership interests, limited liability company interests, member’s interests, equity interests, and other Capital Stock owned directly by the Secured Party to Pledgor, whether now owned or subsequently acquired, in the relevant GrantorBorrower (collectively, the “Membership Interests”), including, without limitation, all such interests as are described on Exhibit A hereto, the certificates representing such interests and (i) the Secured Party shall have the right Pledgor’s share of all rights to receive any Proceeds of the Pledged Collateral and make application thereof income, gain, profit, loss or other items allocated or distributed to the Secured Obligations in Pledgor under the order provided in Section 6(h) and Governing Agreements; (ii) all rights of the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and Pledgor to receive all distributions that it is entitled to receive hereunderincome, (i) Grantor shall promptly execute and deliver (profit or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i)other dividends, Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all distributions, cash, warrants, rights, powersoptions, privileges instruments, securities and remedies to which a holder other property of any nature whatsoever of the Pledged Collateral would be entitledPledgor with respect to such interests; (iii) all of the Pledgor’s capital or membership interest, which proxy shall be effectiveincluding any capital accounts, automatically in the Borrower, and without the necessity all accounts, deposits or credits of any action kind with the Borrower; (iv) all of the Pledgor’s voting rights or rights to control or direct the affairs of the Borrower; (v) all of the Pledgor’s right, title and interest in the Borrower as such rights are derived from the Membership Interests, including any transfer interest of any Pledged Collateral on the record Pledgor in the entries of the books of the issuer thereofBorrower; (vi) by all other right, title and interest in or to the Borrower as such rights are derived from the Membership Interests; (vii) all claims of the Pledgor for damages arising out of a breach of or a default relating to the property described in this Section 2.1; (viii) all rights of the Pledgor to terminate, amend, modify, supplement or waive performance under the Governing Agreements, to perform thereunder and to compel performance and otherwise exercise the remedies thereunder; and (ix) all of the proceeds of any other Person (including and all of the issuer of such above. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1(a) attach to any Excluded Collateral, and Pledged Collateral or shall not include any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured PartyExcluded Collateral.

Pledged Collateral. Subject to (a) As of the limitations set Filing Date, Exhihbit E sets forth in Section 6(a) a complete and while an Event accurate list of Default exists, upon notice all Pledged Collateral owned by the Secured Party to the relevant such Grantor. Such Grantor, (i) is the Secured Party shall have the right to receive any Proceeds direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhihbit E as being owned by it, free and make application thereof clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting capital stock has been (to the Secured Obligations in the order provided in Section 6(hextent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) the Secured Party or its nominee may exercise with respect to any voting, consent, corporate and other right pertaining certificates delivered to the Administrative Agent representing capital stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral as if held by a securities intermediary is (or, within 60 days of the Secured Party were Filing Date, will be) covered by a control agreement among such Grantor, the absolute owner thereof, all without liability except securities intermediary and the Administrative Agent pursuant to account for property actually received by it; provided, however, that which the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunderAdministrative Agent has Control, (iiv) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitledwhich represents Indebtedness owed to such Grantor by another Grantor or Subsidiary has been duly authorized, which proxy shall be effective, automatically authenticated or issued and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) delivered by any other Person (including the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder and (v) to such Grantor’s knowledge, all Pledged Collateral which represents Indebtedness owed to such Grantor (other than Indebtedness covered by item (iv) above) has been duly authorized, authenticated or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes issued and irrevocably instructs each delivered by the issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from such Indebtedness, is the Secured Party in writing that states that an Event legal, valid and binding obligation of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsCollateral Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Collateral Agent, except as may be required in connection with the disposition of any Investment Property, by laws generally affecting the offer and sale of securities, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding Equity Interests of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any Equity Interests of any such Issuer that do not constitute Pledged Stock hereunder (except for Excluded Assets), (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Collateral Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject to (a) Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the limitations set forth in Section 6(a) Effective Date. Such Grantor is the direct, sole beneficial owner and while an Event sole holder of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds record of the Pledged Collateral listed on Exhibit E as being owned by it, free and make application thereof clear of any Liens, except for the Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the Secured Obligations in the order provided in Section 6(hextent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Secured Party Administrative Agent or its nominee bailee for perfection representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent and/or its bailee for perfection may exercise any votingtake steps to perfect its security interest therein as a General Intangible, consent, corporate (iii) all such Pledged Collateral held by a securities intermediary is covered by a Securities Account Control Agreement pursuant to which the Administrative Agent or its bailee for perfection has Control and other right pertaining (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Administrative Agent, all Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except representing Indebtedness owed to account for property actually received by it; provided, however, that the Secured Party shall have no duty to such 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 the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) delivered to the Secured Party all such orders Administrative Agent or its bailee for perfection has been duly authorized, authenticated or issued and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) delivered by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Indebtedness, is the legal, valid and binding obligation of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally) is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject (a) Such Grantor shall (i) deliver not later than 10 days following the receipt thereof to the limitations set forth Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral) which, in Section 6(athe case of Pledged Debt Instruments is in the face amount of at least $1,000,000, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agents, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 3 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 4 (Form of Joinder Agreement), or such other documentation acceptable to the Collateral Agents, provided, that any Pledged Debt Instruments existing on the Closing Date that represent indebtedness payable by one Grantor to another Grantor shall be delivered to the Administrative Agent within 30 days after the Closing Date, and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. The Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, shall have the right, at any time in its discretion and while without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral during the continuance of an Event of Default exists, upon notice by Default. The Administrative Agent as agent for the Secured Party Parties and, pursuant to the relevant GrantorIntercreditor Agreement, (i) as bailee for the ABL Facility Secured Party Parties, shall have the right to receive at any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of exchange any action (including any transfer of certificate or instrument representing or evidencing any Pledged Collateral on for certificates or instruments of smaller or larger denominations during the record books continuance of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured PartyDefault.

Pledged Collateral. Subject (a) As of the Effective Date, or, with respect to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral held by such Grantor; provided that (i) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests with an individual value in excess of $5,000,000; provided that the Secured Party aggregate value of all such Equity Interests not listed on Exhibit C shall have not exceed $15,000,000, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the right aggregate value of all such Instruments not listed on Exhibit C shall not exceed $15,000,000; and (iv) with respect to receive any Proceeds Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the aggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. As of the Effective Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and make application thereof clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Obligations in Parties hereunder, the order provided in Permitted Equity Liens and, with respect to Pledged Collateral other than Equity Interests, Liens permitted by Section 6(h4.1(e). Such Grantor further represents and warrants that (i) all Pledged Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the all Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except which represents Indebtedness owed to account for property actually received by it; provided, however, that the Secured Party shall have no duty to such 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 the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists Indebtedness and is otherwise in accordance with the terms legal, valid and binding obligation of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while an So long as no Event of Default existsshall have occurred and be continuing, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party Subsidiary Guarantors shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any all voting, consent, corporate consensual and other right powers of ownership pertaining to the Pledged Collateral as if Shares for all purposes not inconsistent with the Secured Party were terms of this Agreement, the absolute owner thereofLoan Documents or any other instrument or agreement referred to herein or therein. Notwithstanding the foregoing, all without liability except to account for property actually received by it; providedthe Subsidiary Guarantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, however, that the Secured Party shall have no duty to Grantor to exercise Loan Documents or any such rightother instrument or agreement, privilege or option and in any manner adverse to the Lenders’ rights, remedies or interest in any of the Loan Documents. The Administrative Agent shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (to the Subsidiary Guarantors or cause to be executed and delivered) delivered to the Secured Party Subsidiary Guarantors all such orders proxies, powers of attorney, dividend and instruments other orders, and all such instruments, without recourse, as the Secured Party Subsidiary Guarantors may from time to time reasonably request and (ii) without limiting for the immediately preceding clause (i), Grantor hereby grants to purpose of enabling the Secured Party an irrevocable proxy Subsidiary Guarantors to exercise all rights, powers, privileges the rights and remedies powers that they are entitled to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically exercise pursuant to this Section 5.04(a). Unless and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while until an Event of Default existsshall have occurred and be continuing, the Subsidiary Guarantors shall be BrandCo Guarantee and Security Agreement 4841-1063-1838V11 entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. Grantor hereby If an Event of Default shall have occurred and be continuing, whether or not the Secured Creditors or any of them exercise any available right to declare any Secured Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent and retained by it as part of the Collateral, subject to the terms of this Agreement. If the Administrative Agent shall so request in writing at the direction of the Required Lenders, the Subsidiary Guarantors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Subsidiary Guarantors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Subsidiary Guarantors. Each Subsidiary Guarantor expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral Shares pledged hereunder by Grantor to (xi) comply with any instruction received by it from the Secured Party Administrative Agent in writing that (A) states that an Event of Default exists has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantorsuch Subsidiary Guarantor, and Grantor such Subsidiary Guarantor agrees that such issuer shall be fully protected in so complying and (yii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral Shares directly to the Administrative Agent for the benefit of the Secured PartyCreditors.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement. Investment Accounts. Schedule 2 sets forth under the headings “Securities Accounts” and “Commodity Accounts”, respectively, all of the Securities Accounts and Commodity Accounts in which such Grantor has an interest. Except as disclosed to the Secured PartyAdministrative Agent, such Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto; Schedule 2 sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which such Grantor has an interest and, except as otherwise disclosed to the Administrative Agent, such Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having either sole dominion and control (within the meaning of common law) or “control” (within the meaning of Section 9-104 of the New York UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and In each case to the extent requested by the Administrative Agent, such Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any Certificated Securities (as defined in Section 9-102 of the New York UCC); (ii) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Accounts constituting Securities Accounts, Commodity Accounts, Securities Entitlements or Uncertificated Securities (each as defined in Section 9-102 of the New York UCC); (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts; and (iv) deliver all Instruments (as defined in Section 9-102 of the New York UCC) to the Administrative Agent to the extent required hereunder. Receivables. No amount payable to such Grantor under or in connection with any Receivable or other Right to Payment is evidenced by any Instrument (other than checks, drafts or other Instruments that will be promptly deposited in an Investment Account) or Chattel Paper which has not been delivered to the Administrative Agent. None of the account debtors or other obligors in respect of any Receivable in excess of $100,000 in the aggregate is the government of the United States or any agency or instrumentality thereof.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the Secured Party shall have best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, (iii) such Pledged Collateral Agreement does not contain any right of first refusal or other restrictions with respect to receive any Proceeds such Grantor’s disposition of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and Stock subject thereto, (iiiv) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder pledge of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Stock hereunder will not cause a breach or default under such Pledged Collateral on Agreement, and (v) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the record books of the issuer thereof) by any other Person (including the issuer terms and provisions of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Party.

Pledged Collateral. Subject to the limitations set forth in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party If any Grantor shall have the right become entitled to receive or shall receive any Proceeds Certificated Security (including any Additional Pledged Collateral 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 any stock option or similar rights in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise Equity Interests of any votingIssuer, consent, corporate and other right pertaining to the including such Additional Pledged Collateral which is in addition to, in substitution of, as if the Secured Party were the absolute owner thereofa conversion of, all without liability except to account for property actually received by it; providedor in exchange for, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder ownership interests of the Pledged Collateral would Equity Interests previously pledged hereunder, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and promptly deliver the same forthwith to the Administrative Agent in the exact form received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated transfer power covering such certificate duly executed in blank by such Grantor, to be entitledheld by the Administrative Agent, which proxy shall be effectivesubject to the terms hereof, automatically and without as additional collateral security for the necessity Secured Obligations. During the continuance of any action (including Event of Default, any transfer sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Pledged Collateral on the record books of the issuer thereof) by Issuer (except any other Person (including the issuer of such Pledged Collateral liquidation or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer dissolution of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Loan Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Revolving Credit Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer ) shall be fully protected in so complying and (y) pay paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any payment property shall be distributed upon or with respect to the Pledged Collateral directly Equity Interests 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 Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured PartyObligations. If any sums of money or property so paid or distributed in respect of the Pledged Equity Interests shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations.

Pledged Collateral. Subject Each Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the limitations set forth Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in Section 6(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver prospectus (or cause any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be executed and delivered) stated therein or necessary to make the Secured Party all such orders and instruments statements in any thereof not misleading, except insofar as the Secured Party same may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) have been caused by any other Person (including untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any officer other Secured Party expressly for use therein. Each Grantor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each register, or cause the issuer of any such Pledged Collateral pledged hereunder by Grantor to (x) comply with qualify, file or register, any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations under this Section. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the Secured Partyprovisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced.

Pledged Collateral. Subject (a) Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to the limitations set Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Indebtedness having an aggregate principal amount in Section 6(a) and while an Event excess of Default exists$500,000, upon notice payable or due to such Grantor by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including any other Grantor)) owned by such Grantor as of the Closing Date. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Securities listed on Exhibit D as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Lenders hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable; (ii) with respect to any certificates delivered to the Collateral Agent (or its agent or designee) representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC (or with respect to the Equity Interests owned by Foreign Domiciled Grantors, as defined in any other Applicable Law, as applicable) as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible; (iii) all such Pledged Collateral held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the ABL Collateral Agent pursuant to which the ABL Collateral Agent has Control; provided that no such control agreements shall be required prior to the date that is 60 days after the Closing Date (or such later date as may be agreed by the ABL Collateral Agent in its reasonable discretion) and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Indebtedness, is the legal, valid and binding obligation of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected and such issuer is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable (to the limitations set forth extent such concepts are applicable in Section 6(athe relevant jurisdiction), subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under any applicable law and any applicable partnership or operating agreement, (b) such Grantor is the legal record and while an Event beneficial owner thereof, (c) in the case of Default existsPledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, upon notice there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor ( except for Excluded Assets), and, other than with respect to Capital Stock constituting Excluded Assets, such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, ( e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject (a) Schedule I hereto sets forth a complete and accurate list, as of the Closing Date, of all of the Pledged Collateral (other than the Intercompany Note) and, with respect to any Pledged Collateral constituting any Equity Interest, the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. As of the Closing Date, each Grantor is the legal and beneficial owner of the Pledged Collateral listed on Schedule I as being owned by it, free and clear of any Liens, except for the security interest granted to the limitations set forth in Section 6(a) and while an Event Collateral Agent, for the benefit of Default exists, upon notice by the Secured Party to Parties, hereunder and Liens permitted under Section 7.01 of the relevant GrantorCredit Agreement. Each Grantor further represents and warrants that, as of the Closing Date, (i) the Secured Party shall have the right to receive any Proceeds of the all Pledged Collateral and make application thereof constituting an Equity Interest issued by a Grantor or a wholly owned Subsidiary of a Grantor has been (to the Secured Obligations in extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued by the order provided in Section 6(hissuer thereof and are fully paid and (if applicable) and non-assessable, (ii) with respect to any certificates delivered to the Secured Party Collateral Agent (or its nominee may exercise any votingnon- fiduciary agent or designee) representing an Equity Interest, consenteither such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, corporate and other right pertaining to or, if such certificates are not Securities, such Grantor has so informed the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, Agent so that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver Collateral Agent (or cause its non- fiduciary agent or designee) may take steps to be executed perfect its security interest therein as a General Intangible, and delivered(iii) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i)best of its knowledge, Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued and delivered by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event Indebtedness, is the legal, valid and binding obligation of Default exists. Grantor hereby expressly authorizes such issuer, subject to applicable Debtor Relief Laws and irrevocably instructs each issuer general principles of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantorequity, and Grantor agrees that such issuer shall be fully protected is not in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partydefault thereunder.

Pledged Collateral. Subject to the limitations set (a) As of each Exhibit Effective Date, Exhibit G sets forth in Section 6(a) a complete and while an Event accurate list of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds all of the Pledged Collateral owned by such Grantor. As of each Exhibit Effective Date, such Grantor is the direct, sole beneficial owner and make application thereof sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Obligations in Parties hereunder and Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the order provided in Section 6(hextent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) the Secured Party or its nominee may exercise with respect to any voting, consent, corporate and other right pertaining certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral as if held by a securities intermediary is covered by a Securities Account Control Agreement among such Grantor, the Secured Party were securities intermediary and the absolute owner thereofAdministrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, all without liability except to account for property actually received authenticated or issued and delivered by itthe issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto hereby acknowledged and to receive all distributions agreed that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause no Securities Account Control Agreement will be required to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partyany such Securities Account.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under any Requirement of Law, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject (a) As of the Effective Date, or the effective date of a Security Agreement Supplement, as applicable, Exhibit F sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by it, free and clear of any Liens, except for the security interest granted to the limitations set forth Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Section 6(a) and while an Event Article 8 of Default exists, upon notice the UCC as a result of actions by the Secured Party issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a Securities Intermediary is covered by a Control Agreement among such Grantor, the relevant GrantorSecurities Intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) In addition, (i) the Secured Party shall have the right to receive any Proceeds none of the Pledged Collateral and make application thereof owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to the Secured Obligations in the order provided in Section 6(h) and which such issuance or transfer may be subject, (ii) as of the Secured Party Effective Date, no options, warrants, calls or its nominee may exercise commitments of any voting, consent, corporate and other right pertaining character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral as if to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice or filing with, any Governmental Authority or any other Person is required for the Secured Party were pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the absolute owner thereofexecution, all without liability except to account delivery and performance of this Security Agreement by such Grantor, or for property actually received the exercise by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise Administrative Agent of the voting and or other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (provided for in this Security Agreement or cause to be executed and delivered) to for the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder in respect of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor pursuant to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from Grantor, except as may be required in connection with such disposition by laws affecting the offering and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partysale of securities generally.

Pledged Collateral. Subject to Upon the limitations set forth in Section 6(a) occurrence and while during the continuation of an Event of Default existsDefault, (a) at Agent’s election and upon notice by the Secured Party to the relevant Grantorapplicable Borrower, Agent may vote any or all Equity Interests (i) whether or not the Secured Party same shall have been transferred into its name or the right name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Borrower, with full power of substitution, to receive do so); (b) Agent may demand, sxx for, collect or make any Proceeds compromise or settlement Agent deems suitable in respect of any Equity Interests; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Collateral, for Cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other persons as Agent deems expedient, all without demand for performance by any Borrower or any notice or advertisement whatsoever except as expressly provided herein or as may otherwise be required by law; (d) Agent may cause all or any part of the Pledged Collateral to be transferred into its name or the name of its nominee or nominees; and make application (e) at Agent’s election and upon notice thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee applicable Borrower, Agent may exercise any votingall membership or partnership, consentas applicable, corporate rights, powers and other right pertaining privileges to the Pledged Collateral same extent as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it applicable Borrower is entitled to exercise pursuant hereto such rights, powers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by each Borrower, to the fullest extent permitted by law). Each Borrower recognizes that the Agent may be unable to effect a public sale or other disposition of its Equity Interests by reason of certain prohibitions contained in securities laws and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of Equity Interests to register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. In connection with the sale of Pledged Collateral by Agent during the continuation of an Event of Default, each Borrower agrees to use its commercially reasonable efforts to cause each issuer of the Equity Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at such Borrower’s expense, all such instruments and documents, and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (do or cause to be executed and delivered) to the Secured Party done all such orders other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exempt such Equity Interests from registration under the provisions of applicable laws, and to make all amendments to such instruments as and documents which, in the Secured Party may from time to time request opinion of Agent, are necessary or advisable, all in conformity with the requirements of applicable laws and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges rules and remedies to which a holder regulations of the Pledged Collateral would be entitled, which proxy shall be effective, automatically Securities and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured PartyExchange Commission applicable thereto.

Pledged Collateral. Subject (a) With respect to the limitations set Pledged Collateral, (x) Schedule 4 of the Perfection Certificate sets forth a complete and accurate list of all Capital Stock constituting Pledged Collateral owned by such Grantor as of the Closing Date and (y) Schedule 5 of the Perfection Certificate sets forth a complete and accurate list of all Material Instruments and Material Chattel Paper, in Section 6(a) each case constituting Pledged Collateral owned by such Grantor as of the Closing Date. As of the Closing Date, such Grantor is the direct, sole beneficial owner and while an Event sole holder of Default exists, upon notice by record of the Secured Party Pledged Collateral listed on the Schedules to the relevant GrantorPerfection Certificate as being owned by it, free and clear of any Liens, except for (i) the Secured Party shall have security interest granted to the right to receive any Proceeds Administrative Agent for the benefit of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) Lenders hereunder and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate Permitted Liens. Such Grantor further represents and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, warrants that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver all Pledged Collateral owned by it constituting Capital Stock has been (or cause to be executed and delivered) to the Secured Party all extent such orders concepts are relevant with respect to such Pledged Collateral) duly authorized and instruments as the Secured Party may from time to time request validly issued and are fully paid and non-assessable, (ii) without limiting the immediately preceding clause (i), no interest in any limited liability company or limited partnership controlled by any Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the that constitutes Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) represented by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to a certificate unless (x) comply with any instruction received by it from the Secured Party in writing limited liability company agreement or partnership or limited partnership agreement expressly provides that states that an Event such interests shall be a “security” within the meaning of Default exists Article 8 of the UCC of the applicable jurisdiction, (y) such certificate bears a legend indicating such interest represented thereby is such a “security” and is otherwise (z) such certificate shall have been delivered to the Administrative Agent in accordance with the terms of this Agreement, without any other or further instructions from Agreement and (iii) all Pledged Collateral which represents Indebtedness owed to such Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to actual knowledge of such Grantor, has been duly authorized, authenticated or issued and delivered by the Secured Partyissuer of such Indebtedness, is the legal, valid and binding obligation of such issuer.

Pledged Collateral. Subject In the event that the aggregate gross revenues of the Subsidiaries of Company, the Capital Stock of which constitutes Pledged Collateral, for any Fiscal Year, commencing with the Fiscal Year ending October 31, 1999, is less than 90% of the aggregate gross revenues of Company and its Subsidiaries on a consolidated basis for such Fiscal Year, Company will, or will cause its Domestic Subsidiaries to, within 100 days after the end of such Fiscal Year, execute all such Collateral Documents and/or all such other documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1K) as may be necessary or, in the opinion of Administrative Agent, desirable to create, in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all the Capital Stock of one or more additional Subsidiaries after consultation with Requisite Lenders to the limitations extent set forth in Section 6(a) and while an Event the applicable forms of Default existsCollateral Documents such that the aggregate gross revenues of all Subsidiaries, upon notice by the Secured Party Capital Stock of which constitutes Pledged Collateral, shall be equal to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds at least 90% of the Pledged Collateral aggregate gross revenues of Company and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account Subsidiaries on a consolidated basis for property actually received by itsuch Fiscal Year; provided, however, that notwithstanding -------- ------- the Secured Party foregoing, no action shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause required to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment taken with respect to the Capital Stock of any Foreign Subsidiary pursuant to this subsection in the event that Company and Administrative Agent agree in good faith that the pledge of such stock would result in a significant tax liability to Company or any of its Subsidiaries or is restricted by the laws of the jurisdiction under which such Foreign Subsidiary is organized so long as the Capital Stock of all Subsidiaries whose aggregate gross revenues for such Fiscal Year are greater than or equal to $5,000,000 constitute Pledged Collateral directly unless Company and Administrative Agent agree in good faith that the pledge of such stock of any Foreign Subsidiary would result in a significant tax liability to Company or any of its Subsidiaries or is restricted by the laws of the jurisdiction under which such Foreign Subsidiary is organized; provided further that notwithstanding the -------- ------- 109 foregoing, no action shall be required to be taken with respect to the Secured PartyCapital Stock of any Subsidiary whose gross revenues for such Fiscal Year are $250,000 or less.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and (in the case of any Pledged Stock issued by a United States corporation or a corporation organized under the laws of Canada or a Province of Canada) is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable UCC, PPSA, securities or “Blue Sky” laws or similar laws under any jurisdiction outside the United States, (d) the Pledged Stock pledged by such Grantor on the date hereof constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets) listed on Schedule 2 hereof, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor, and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged and charged by such Grantor have been disclosed to the Administrative Agent or the Lenders, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged and charged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingknowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject (a) Pledgor hereby pledges to Pledgee, and creates in Pledgee for its benefit, a security interest, for such time as the limitations set forth Obligations shall remain outstanding, in Section 6(a) and while an Event to all of Default existsPledgor's right, upon notice by the Secured Party title and interest in and to the relevant Grantor, (i) the Secured Party shall have property listed in Exhibit 1 attached hereto (and signed by Pledgor), including, without limitation, any securities described therein (which securities are collectively referred to as the right to receive "Pledged Securities"), now owned by Pledgor, and all machinery, equipment, automobiles, accounts receivable, inventory, securities of any Proceeds kind, and general intangibles acquired by Borrower on or after the date of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) this Agreement; and (ii) all products and proceeds from the Secured Party or its nominee may exercise any votingpledged property. The property pledged in Section 2.1(a)(i) hereof, consent, corporate the Pledged Securities and other right pertaining the products thereof and the proceeds of all such items are hereinafter collectively referred to as the "Pledged Collateral." The security interest granted by Pledgor to Pledgee in and to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically free and without the necessity clear of any action (including any all security interests and restrictions on transfer of any Pledged Collateral on the record books of the issuer thereofkind except as provided in this Agreement or as may be imposed by applicable law. (b) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance Simultaneously with the terms execution and delivery of this Agreement, Pledgor shall make, execute, acknowledge, file, record and deliver to Pledgee any documents reasonably requested by Pledgee to perfect its first-in-priority security interest in the Pledged Collateral. Simultaneously with the execution and delivery of this Agreement, Pledgor shall make, execute, acknowledge, file, record and deliver to Pledgee such documents and instruments, including, without any other limitation, financing statements, certificates, affidavits and forms as may, in the reasonable opinion of Pledgee, be necessary to effectuate, complete or further instructions from Grantorperfect, or to continue and preserve, the first-in-priority security interest of Pledgee in the Pledged Collateral, and Grantor agrees that Pledgee shall hold such issuer shall be fully protected in so complying documents and (y) pay any payment with respect instruments as secured party, subject to the Pledged Collateral directly to the Secured Partyterms and conditions contained herein.

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect in any material respect the voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the relevant Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingbest knowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Guarantee & Collateral Agreement Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral directly to the Secured PartyAgreement.

Pledged Collateral. Subject (a) Exhibit D sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Closing Date. Such Grantor further represents and warrants as of the Closing Date that (A) all Pledged Collateral owned by it constituting Capital Stock issued by a Subsidiary of such Grantor has been (to the limitations set forth extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable; (B) with respect to any certificates delivered to the Administrative Agent representing Capital Stock issued by a Subsidiary of such Grantor, either such certificates are Securities as defined in Section 6(a) and while an Event Article 8 of Default exists, upon notice the UCC as a result of actions by the Secured Party issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible; (C) [reserved]; and (D) all Pledged Collateral which represents Indebtedness owed to such Grantor by a Subsidiary of the Borrower, to the relevant actual knowledge of such Grantor, has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) No consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except (i) the Secured Party shall filing of financing statements with respect to any Pledged Collateral that is an uncertificated security, (ii) as may be required in connection with such disposition by laws affecting the offering and sale of securities generally, (iii) for those consents which have been made or obtained prior to the right effectiveness of such pledge and (iv) those, that if not obtained, would not reasonably be expected to receive any Proceeds have a Material Adverse Effect. (c) As of the Closing Date, such Grantor owns the percentage of the issued and outstanding Capital Stock that constitutes Pledged Collateral indicated in Exhibit D and none of the Pledged Collateral and make application thereof which represents Indebtedness owed to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received such Grantor by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder Subsidiary of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity Borrower is subordinated in right of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any payment to other Person (including the issuer of such Pledged Collateral Indebtedness or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor subject to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Party.an indenture. 4.14

Pledged Collateral. Subject (a) All of the Pledged Stock held by such Grantor has been duly and validly issued, and is fully paid and non-assessable, subject in the case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (b) such Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to the limitations set forth in Section 6(a) and while an Event of Default existsAdministrative Agent or with respect to the foreclosure, upon notice transfer or disposition thereof by the Secured Party Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral Agreements which affect or relate to the relevant voting or giving of written consents with respect to any of the Pledged Stock pledged by such Grantor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any votingknowledge of such Grantor, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Agreement contains the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with entire agreement between the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral directly Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the Secured Partyterms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject (a)Exhibit B sets forth a complete and accurate list as of the date hereof of all Pledged Collateral owned by the Grantor. The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit B as being owned by it, free and clear of any Liens, except for the security interest granted to the limitations set forth Holder hereunder. The Grantor further represents and warrants as of the date hereof that (i) all Pledged Collateral owned by it have been duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Holder representing the Pledged Collateral, either such certificates are Securities as defined in Section 6(a) and while an Event Article 8 of Default exists, upon notice the UCC as a result of actions by the Secured Party issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Holder so that the Holder may take steps to perfect its security interest therein as a General Intangible and (iii) except to the relevant Grantorextent otherwise permitted by the Holder, all Pledged Collateral held by a securities intermediary in a Securities Account is covered by a Securities Account Control Agreement. (b)In addition, (i) the Secured Party shall have the right to receive any Proceeds none of the Pledged Collateral and make application thereof owned by the Grantor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to the Secured Obligations in the order provided in Section 6(h) and which such issuance or transfer may be subject, (ii) the Secured Party there are no existing options, warrants, calls or its nominee may exercise commitments of any voting, consent, corporate and other right pertaining character whatsoever relating to the such Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including obligate the issuer of such Pledged Collateral to issue additional Equity Interests to the Grantor, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any officer or agent thereof) while an Event other Person is required for the pledge by the Grantor of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any such Pledged Collateral pledged hereunder pursuant to this Agreement or for the execution, delivery and performance of this Agreement by Grantor the Grantor, or for the exercise by the Holder of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except (xA) comply as may be required in connection with any instruction received such disposition by it laws affecting the offering and sale of securities generally, (B) the filings required to perfect the Lien granted to the Administrative Agent on such Pledged Collateral or (C) as have already been obtained from or by such governmental authority or other Person, as applicable. ARTICLE IV COVENANTS From the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms date of this Agreement, without any other or further instructions from Grantorand thereafter until the Termination Date, and the Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly to the Secured Partythat: 4.1.

Pledged Collateral. Subject to (a) Exhibit F sets forth a complete and accurate list of the limitations set forth in Section 6(a) Pledged Collateral. The Grantor is the record and while an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds beneficial owner of the Pledged Collateral listed on Exhibit F as being owned by the Grantor, free and make application thereof clear of any Liens, except for the security interest granted to the Secured Obligations Parties hereunder and Permitted Encumbrances. The Grantor further represents and warrants that (i) with respect to any certificates delivered to the Secured Parties representing Equity Interests, either such certificates are Securities as defined in Article 8 of the order provided in Section 6(h) and UCC as a result of actions by the issuer or otherwise or, if such certificates are not Securities, the Grantor has so informed the Secured Parties so that the Secured Parties may take steps to perfect their security interest therein as a General Intangible, (ii) all Pledged Collateral held by a securities intermediary is covered by a Control Agreement among the Grantor, the securities intermediary and the Secured Party Parties, or its nominee may exercise any votingotherwise held under terms, consent, corporate and other right pertaining pursuant to the Pledged Collateral as if which the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall Parties have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunderControl, (iiii) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a holder none of the Pledged Collateral would be entitledowned by the Grantor has been issued or transferred in violation of the securities registration, which proxy shall be effective, automatically and without the necessity securities disclosure or similar laws of any action jurisdiction to which such issuance or transfer may be subject, (including any transfer iv) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral on the record books Collateral, and (v) no consent, approval, authorization, or other action by, and no giving of the issuer thereof) by notice or filing with, any governmental authority or any other Person (including is required for the issuer pledge by the Grantor of such Pledged Collateral pursuant to this Security Agreement or any officer for the execution, delivery and performance of this Security Agreement by the Grantor, or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder for the exercise by Grantor to (x) comply with any instruction received by it from the Secured Party Parties of the voting or other rights provided for in writing that states that an Event this Security Agreement or for the remedies in respect of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the Pledged Collateral directly pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the Secured Partyoffering and sale of securities generally.

Pledged Collateral. Subject (a) Schedule 9 to the limitations set Perfection Certificate sets forth in Section 6(a) a complete and while an Event accurate list of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds all of the Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and make application thereof to the Secured Obligations in the order provided in Section 6(h) and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which a sole holder of record of the Pledged Collateral would be entitledlisted on Schedule 9 to the Perfection Certificate as being owned by it, which proxy shall be effective, automatically free and without the necessity clear of any action Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (including any transfer of any i) all Pledged Collateral on owned by it constituting an Equity Interest has been (to the record books extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer thereofor otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by any other Person a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control, (including iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder, (v) none of the Pledged Collateral LLC Interests, Pledged Partnership Interests and Pledged Trust Interests constitute Certificated Securities or any officer or agent thereof) while an Event Uncertificated Securities (as each such term is defined in the UCC in effect in the State of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from Illinois on the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Grantordate hereof), and (vi) such Grantor agrees that such issuer shall be fully protected has the unencumbered right to grant a security interest in so complying and (y) pay any payment with respect to pledge the Pledged Collateral directly to the Secured PartyCollateral.

Pledged Collateral. Subject to the limitations set forth in Section 6(a(a) and while an Event of Default exists, upon notice by the Secured Party to the relevant Grantor, (i) the Secured Party shall have the right to receive any Proceeds All of the Pledged Collateral Stock held by the Pledgor has been duly and make application thereof to the Secured Obligations validly issued, and is fully paid and non-assessable, subject in the order provided in Section 6(h) case of Pledged Stock constituting partnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, (iib) the Secured Party or its nominee may exercise Pledgor is or, in the case of any voting, consent, corporate and other right pertaining to the such additional Pledged Collateral as if will be, the Secured Party were the absolute legal record and beneficial owner thereof, all without liability except to account for property actually received by it; provided, however, that (c) in the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor hereby grants to the Secured Party an irrevocable proxy to exercise all rights, powers, privileges and remedies to which case of Pledged Stock of a holder Subsidiary of the Pledged Collateral would be entitledPledgor, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral there are no restrictions on the record books of the issuer thereof) by any other Person (including the issuer transferability of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any such additional Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, without any other Administrative Agent or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (y) pay any payment with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by the Pledgor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by the Pledgor (except for Excluded Assets), and the Pledgor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral directly Agreements which affect or relate to the Secured Partyvoting or giving of written consents with respect to any of the Pledged Stock pledged by the Pledgor have been disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by the Pledgor, (i) to the knowledge of the Pledgor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the knowledge of the Pledgor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by the Pledgor or the other parties thereto, and (iii) the Pledgor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement.

Pledged Collateral. Subject to (a) As of the limitations date hereof and as of the last Update Date, Exhibit F and G set forth in Section 6(a) complete and while an Event accurate lists of Default existsall Pledged Collateral owned by such Grantor. Such Grantor is, upon notice as of the date hereof or as the last Update Date, as applicable, the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit F and G as being owned by the Secured Party to the relevant Grantorit, free and clear of any Liens, except for (i) the Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof security interest granted to the Secured Obligations in Administrative Agent for the order provided in Section 6(h) benefit of itself, the Canadian Administrative Agent and the Lenders hereunder, (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining security interest granted to the Pledged Collateral as if Term Loan Agent for the Secured Party were benefit of the absolute owner thereofTerm Loan Lenders pursuant to the Term Loan Security Documents, all without liability except to account for property actually received and (iii) Liens permitted by it; provided, however, Section 6.02 of the Credit Agreement. Such Grantor further represents and warrants that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver all Pledged Collateral owned by it constituting an Equity Interest (or cause to be executed and deliveredother than Equity Interests of any Excluded Subsidiary) has been (to the Secured Party all extent such orders and instruments as the Secured Party may concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and, apart from time to time request and Pledged ULC Shares, non‑assessable, (ii) without limiting the immediately preceding clause (i), Grantor hereby grants with respect to any certificates delivered to the Secured Party Administrative Agent representing an irrevocable proxy Equity Interest (or until the Term Loan Obligation Payment Date, to exercise all rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise Term Loan Agent in accordance with the terms of this the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral), either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) subject to the terms of the ABL-Term Loan Intercreditor Agreement, without any all such Pledged Collateral held by a securities intermediary (other or further instructions from than Collateral consisting of Investment Property held in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) subject to the ABL-Term Loan Intercreditor Agreement, all Pledged Collateral which represents Indebtedness owed to such Grantor agrees that has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, to the knowledge of the Grantors, is a legal, valid and binding obligation of such issuer shall be fully protected (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in so complying and (ya proceeding in equity or at law) pay any payment with respect to and, as of the Pledged Collateral directly to the Secured Partydate hereof, such issuer is not in default thereunder.