Common use of Pledged Equity Interests Clause in Contracts

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; and (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or that adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Facility and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; and (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)powers related thereto.

Pledged Equity Interests. (a) Unless an Event Each Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive any or all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted by reason of certain prohibitions contained in the Credit AgreementSecurities Act and applicable state securities laws or otherwise, and may be compelled to exercise all voting and corporate resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other entity rights with respect things, to acquire the Pledged Equity Interests; providedInterests for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, howevernotwithstanding such circumstances, agrees that no vote any such private sale shall be cast, right exercised or other action taken which could reasonably deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be expected under no obligation to result in any breach delay a sale of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect for the period of time necessary to any Restricted Payment that is permitted under Section 7.6 of permit the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application issuer thereof to register such securities for public sale under the Obligations in accordance with Section 8.3 of Securities Act, or under applicable state securities laws, even if such issuer would agree to do so. If the Credit Agreement, and (ii) Collateral Agent exercises its right to sell any or all of the Pledged Equity Interests shallInterests, upon written request, the written request applicable Pledgor shall and shall cause the issuer of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of shareholders (interest, shares or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of instruments included in the Pledged Equity Interests upon which may be sold by the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change Collateral Agent in exempt transactions under the organizational structure of any Issuer, or upon Securities Act and the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, rules and in connection therewith, the right to deposit and deliver any and all regulations of the Pledged Equity Interests with any committeeSEC thereunder, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except same are from time to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay time in so doingeffect. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; and (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to in a manner inconsistent with the recapitalization terms of this Agreement or reclassification any Debt Document or that adversely affects the validity, perfection or priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Facility and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s Control thereof; and (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate the rights and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingpowers related thereto. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent.; and (d) Each Grantor hereby authorizes each Issuer (and All Pledged Interests that are Equity Interests of Subsidiaries shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall at all times be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)Delivered.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with With respect to the Pledged Equity Interests; provided, however, that no vote IntriCon hereby agrees as follows: (a) IntriCon shall be cast, right exercised deliver to Bank (i) simultaneously with or other action taken which could reasonably be expected prior to result in any breach the execution and delivery of any provision of the Credit this Agreement, this Agreement or any other Loan Document except to all certificates representing the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests (if any), and (ii) promptly upon the receipt thereof by or on behalf of IntriCon, all other certificates and instruments constituting Pledged Equity Interests. Prior to delivery to Bank, all such certificates and instruments constituting Pledged Equity Interests (or proceeds thereof) shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property held in trust for the Administrative Agent by IntriCon for the benefit of Bank pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligationsform provided in Exhibit 6.12(a) attached hereto. (b) If an Event any issuer of Default shall occur and be continuingPledged Equity Interests is organized in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then at or if any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests is at any time not evidenced by certificates of ownership, then IntriCon shall (other thani) to the extent permitted by applicable law, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 record on the equityholder register or the books of the Credit Agreement notwithstanding issuer the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all pledge of the Pledged Equity Interests shallhereunder, upon (ii) cause the written request issuer to execute and deliver to Bank an acknowledgment of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all pledge of the Pledged Equity Interests upon substantially in the mergerform of Exhibit 6.12(b) annexed hereto, amalgamation, consolidation, reorganization, recapitalization and (iii) execute any customary pledge forms or other fundamental change in documents reasonably necessary or appropriate to complete the organizational structure of any Issuer, or upon pledge and give Bank the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining right and power to transfer such Pledged Equity Interests, and Interests in connection therewith, accordance with the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doinghereof. (c) Each Grantor hereby authorizes and instructs each Issuer If IntriCon shall receive, by virtue of its being or having been the owner of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to or any proceeds thereof), any (i) comply certificate representing Pledged Equity Interests, including without limitation, any certificate representing a dividend or distribution in connection with any instruction received by it from the Administrative Agent in writing that (A) states that an Event increase or reduction of Default has occurred and is continuing and (B) is otherwise in accordance with the terms capital, reclassification, merger, consolidation, sale of this Agreementassets, without any combination of shares or membership or equity interests, stock splits, spin-off or split-off, promissory notes or other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and instrument; (ii) unless otherwise expressly permitted herebyoption or right, pay whether as an addition to, substitution for, or an exchange for, any dividends or other payments with respect to the Pledged Equity Interests directly to or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then IntriCon shall receive such certificate, instrument, option, right or distribution in trust for the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (benefit of Bank, shall segregate it from IntriCon’s other property and shall instruct each Issuer by separate instrument) deliver it forthwith to comply Bank in the exact form received together with any request received necessary endorsement and/or appropriate instruments of transfer or assignment duly executed in blank, substantially in the form provided in Exhibit 6.12(a), to be held by it from Bank as Collateral and as further collateral security for the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)Obligations.

Pledged Equity Interests. (a) Unless an Event As of Default shall have occurred the date hereof, Annex 1 correctly sets forth the name and be continuing jurisdiction of each Issuer of, and the Administrative Agent shall have given notice to the relevant Grantor ownership interest (including class of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bEquity Interests (if applicable), certificate number (if applicable), number of shares or units and percentage owned) of each Grantor shall be permitted to receive all cash dividendsLoan Party in, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision . As of the Credit Agreementdate hereof, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with respect to each Loan Party constitute 100% of the issued and outstanding Equity Interests of each Subsidiary of the Company directly owned by such Loan Party on the date hereof, or, in the case of voting Equity Interests of any committeeForeign Subsidiary directly owned by such Loan Party on the date hereof, depositary65% of the issued and outstanding voting Equity Interests of such Subsidiary. As of the date hereof, transfer agenteach Loan Party hereby represents and warrants that none of the limited liability company interests or limited partnership interests of any Subsidiary in which a security interest is granted by such Loan Party hereunder are or represent interests in Issuers that (a) are registered investments companies, registrar (b) are dealt in or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege traded on securities exchanges or option and shall not be responsible for any failure to do so markets or delay in so doing. (c) Each Grantor hereby authorizes and instructs each are issued by an Issuer that has opted to have them treated as securities under the Uniform Commercial Code of any jurisdiction. The Pledged Equity Interests pledged by listed on Annex 1 are, and all other Pledged Equity Interests in which such Grantor hereunder (and each Issuer party hereto hereby agrees) Loan Party shall hereafter grant a security interest pursuant to Section 3 will be, (i) comply with duly authorized, validly existing, fully paid and non-assessable (in the case of any instruction received shares issued by it from the Administrative Agent in writing that (Aa corporation) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted herebyduly issued and outstanding (in the case of any equity interest in any other entity), pay any dividends or other payments with respect to the and none of such Pledged Equity Interests directly are or will be subject to any contractual restriction, or any restriction under the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise charter, by-laws, or enforce any other organizational instrument of the rights granted to respective Issuer, of any nature that might prohibit, impair, delay or otherwise affect the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement pledge of such rightsCollateral hereunder, and that such Issuer shall not be required to investigate the accuracy of any request made sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent pursuant to this Section 7.01(dof rights and remedies hereunder (except for any such restriction contained herein or in the Credit Agreement).

Pledged Equity Interests. All the shares (aor such other interests) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect Equity Interests issued by Subsidiaries of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, Borrower that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the constitute Pledged Equity Interests (other thanthan Excluded Assets) have been duly and validly issued and are fully paid and nonassessable; all documentary, stamp, or other taxes or fees owing in connection with the issuance, transfer and/or pledge thereof hereunder have been paid and such Grantor is the record and beneficial owner of, and has good title to, such Equity Interests pledged by it hereunder, free of any and all Liens (except for Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents), options, warrants, puts, calls or other rights of third Persons, and restrictions or options in favor of, or claims of, any other Person, and has the full right and authority to pledge such Equity Interests for the purposes and upon the terms set out herein and the power to transfer such Equity Interests, free and clear of any Lien (except for Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents). Except to the extent permitted by the Credit Agreement, there are no restrictions on transfer in the Organizational Documents, or other agreement or document governing or any other agreement relating to, any of the shares (or such other interests) of the Equity Interests issued by Subsidiaries of the Borrower that constitute Pledged Equity Interests which would limit or restrict (a) the grant of a security interest in such Equity Interests, (b) the perfection of such security interest or (c) the exercise of remedies in respect of such perfected security interest in such Equity Interests; in each case, with as contemplated by this Agreement. Upon the exercise of remedies in respect to any Restricted Payment that is permitted under Section 7.6 of such Equity Interests upon and during the Credit Agreement notwithstanding the existence continuation of an Event of Default (unless Default, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such Restricted Payment is made after Person, shall become a member or partner, as the Loans have been accelerated and any remedies have been exercised)) and make application case may be, of such Person, entitled to participate in the management thereof to the Obligations in accordance with Section 8.3 extent of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shallsuch interest and, upon the written request transfer of the Administrative Agent, be registered in the name entire interest of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each such Grantor agrees that each Issuer shall cease to be fully protected in so complyinga member or partner, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to as the Pledged Equity Interests directly to the Administrative Agentcase may be. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or that adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; and (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)powers related thereto.

Pledged Equity Interests. (a) Unless an Event As of Default shall have occurred the date hereof, Schedule 7 to the Perfection Certificate correctly sets forth the name and be continuing jurisdiction of each Issuer of, and the Administrative Agent shall have given notice to the relevant Grantor ownership interest (including class of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bEquity Interests (if applicable), certificate number (if applicable), number of shares or units and percentage owned) of each Grantor shall be permitted to receive all cash dividendsin, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision . As of the Credit Agreementdate hereof, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committeerespect to each Grantor constitute 100% of the issued and outstanding Equity Interests of each Subsidiary of the Borrower that are required to be pledged pursuant to this Agreement and are directly owned by such Grantor on the date hereof. As of the date hereof, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each each Grantor hereby authorizes represents and instructs each Issuer warrants that none of the limited liability company interests or limited partnership interests of any Pledged Equity Interests pledged Subsidiary in which a security interest is granted by such Grantor hereunder (and each Issuer party hereto hereby agrees) to are or represent interests in Issuers that (i) comply with are registered investment companies, (ii) are dealt in or traded on securities exchanges or markets or (iii) are issued by an Issuer that has opted to have them treated as securities under the Uniform Commercial Code of any instruction received by it from jurisdiction. The Pledged Equity Interests listed on Schedule 7 to the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPerfection Certificate are, and each all other Pledged Equity Interests in which such Grantor agrees that each Issuer shall be hereafter grant a security interest pursuant to Section 2.1 will be, (i) duly authorized, validly existing, fully protected paid and non-assessable (in so complying, the case of any shares issued by a corporation) and (ii) unless otherwise expressly permitted herebyduly issued and outstanding (in the case of any equity interest in any other entity), pay any dividends or other payments with respect and, subject to the Intercreditor Agreements, none of such Pledged Equity Interests directly are or will be subject to any contractual restriction, or any restriction under the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise charter, by-laws, or enforce any other organizational instrument of the rights granted to respective Issuer, of any nature that might prohibit, impair, delay or otherwise affect the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement pledge of such rightsPledged Collateral hereunder, and that such Issuer shall not be required to investigate the accuracy of any request made sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent pursuant to this Section 7.01(dof rights and remedies hereunder (except for any such restriction contained herein or in the Credit Agreement or permitted thereunder).

Pledged Equity Interests. (a) Unless If Pledgor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of the capital stock or other Pledged Equity Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Equity Interests, or otherwise in respect thereof, Pledgor shall accept the same as the agent of Secured Party, hold the same in trust for Secured Party and deliver the same forthwith to Secured Party in the exact form received, duly endorsed by Pledgor to Secured Party, if required, together with an undated stock power covering such certificate duly executed in blank by Pledgor and with, if Secured Party so requests, signature guaranteed, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Secured Obligations. If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreementcontinuing, any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of any IssuerIssuer shall be paid over to Secured Party to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinSecured Party, be delivered to the Administrative Agent Secured Party to be held by it hereunder as additional collateral security for the Equity Interest Secured Obligations. If an Event of Default shall have occurred and be continuing and any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by Pledgor, Pledgor shall, until such Grantor during the continuance of an Event of Default (other than with respect money or property is paid or delivered to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Secured Party, such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured PartiesParty, segregated from other funds of such GrantorPledgor, as additional collateral security for the Equity Interest Secured Obligations. (b) If an Event Without the prior written consent of Default shall occur and be continuingSecured Party, then at any time in the Administrative Agent’s discretion, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to amend its organizational documents in any manner that materially changes the Administrative Agent shall have rights of Pledgor with respect to any Pledged Equity Interests or adversely affects the validity, perfection or priority of Secured Party’s security interest therein, (ii) permit any Issuer of Pledged Equity Interests to issue any additional Equity Interests of any nature or issue securities convertible into Equity Interests of any Issuer or grant the right of purchase or exchange for any Equity Interests of any Issuer, (iii) enter into any agreement or undertaking restricting the right or ability of Pledgor or Secured Party to receive sell, assign or transfer any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests or Proceeds thereof or any interest therein or (other than, in each case, with respect to iv) cause or permit any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity LLC Interests pledged by which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Grantor hereunder Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged LLC Interests takes any such action in violation of the foregoing in this clause (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent iii), Pledgor shall promptly notify Secured Party in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant such election or action and, in such event, shall take all steps necessary or advisable to this Section 7.01(d)establish Secured Party’s “control” thereof.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; and (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to in a manner inconsistent with the recapitalization terms of this Agreement or reclassification any Debt Document or that adversely affects the validity, perfection or priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Facility and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; and (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)powers related thereto.

Pledged Equity Interests. All the shares (aor such other interests) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect Equity Interests issued by Subsidiaries of the Borrower that constitute Pledged Equity InterestsInterests have been duly and validly issued and are fully paid and, to the extent shares in a corporation, nonassessable; all documentary, stamp, or other taxes or fees owing in connection with the issuance, transfer and/or pledge thereof hereunder have been paid and such Grantor is the record and beneficial owner of, and has good title to, such Equity Interests pledged by it hereunder, free of any and all Liens (except for Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents), options, warrants, puts, calls or other rights of third Persons, and restrictions or options in favor of, or claims of, any other Person, and has the full right and authority to pledge such Equity Interests for the purposes and upon the terms set out herein and the power to transfer such Equity Interests, free and clear of any Lien (except for Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents). Except to the extent permitted in by the Credit Agreement, and to exercise all voting and corporate there are no restrictions on transfer in the Organizational Documents, or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised agreement or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement document governing or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreementagreement relating to, any sums paid upon of the shares (or such other interests) of the Equity Interests issued by Subsidiaries of the Borrower that constitute Pledged Equity Interests which would limit or restrict (a) the grant of a security interest in such Equity Interests, (b) the perfection of such security interest or (c) the exercise of remedies in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a such perfected security interest in favor such Equity Interests; in each case, as contemplated by this Agreement. Upon the exercise of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed remedies in respect of any Pledged such Equity Interests shall be received by such Grantor upon and during the continuance continuation of an Event of Default (other than with respect Default, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such Person, shall become a member or partner, as the case may be, of such Person, entitled to any Restricted Payment that is permitted under Section 7.6 participate in the management thereof to the extent of such interest and, upon the transfer of the Credit Agreement notwithstanding the existence entire interest of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Grantor, such Grantor shall hold such money cease to be a member or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantorpartner, as additional security for the Equity Interest Obligationscase may be. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect All of the Pledged Equity InterestsInterests are duly authorized and validly issued capital stock or membership interests (as applicable) of the applicable Pledged Entity, are fully paid and nonassessable and are not subject to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity preemptive rights with respect to of any Person. All of the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected Interests were issued pursuant to result in any breach of any provision a valid exemption from the registration requirements of the Credit AgreementSecurities Act of 1933, this Agreement as amended, and fully comply with any and all applicable state securities laws. No authorization, approval or action by, and no notice or filing with any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon governmental authority or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, required either (i) for the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect pledge of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 made by IntriCon hereunder or for the granting of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof security interest therein by IntriCon pursuant to the Obligations in accordance with Section 8.3 of the Credit this Agreement, and or (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon for the exercise by any Grantor or the Administrative Agent Bank of any right, privilege or option pertaining to such Pledged Equity Interests, its rights and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor remedies hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to (except as may be required by laws affecting the Administrative Agent. offering and sale of securities). This Agreement creates a valid security interest in favor of Bank in the Pledged Equity Interests. The taking of possession by Bank of the certificates (dif any) Each Grantor hereby authorizes evidencing the Pledged Equity Interests will perfect and establish the first priority of Bank’s security interest in such certificated Pledged Equity Interests. The filing of a UCC Financing Statement describing the Pledged Equity Interests with the Secretary of State of Pennsylvania will perfect the Bank’s security interest in any uncertificated Pledged Equity Interests, and furthermore, the execution of a written agreement by the issuer of each Issuer (and shall instruct each Issuer by separate instrument) to such uncertificated Pledged Equity Interest that it will comply with instructions originated by the Bank with respect to any request received such uncertificated Pledged Equity Interests issued by it from without further consent by IntriCon will establish “control” (as defined in the Administrative Agent UCC) by the Bank over any such uncertificated Pledged Equity Interest and perfect and establish the first priority of Bank’s security interest in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any such uncertificated Pledged Equity Interests. No action other than obtaining possession of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that certificates representing all certificated Pledged Equity Interests and obtaining “control” over all uncertificated Pledged Equity Interests as described in the foregoing authorization sentences is necessary to perfect or otherwise protect the Bank’s security interest in the Pledged Equity Interests. Schedule 7.28 attached hereto sets forth a statement of the authorized, issued and instruction shall be sufficient to authorize outstanding capital stock of the Administrative Agent’s exercise or enforcement Pledged Entities and, the owners of such rightscapital stock. None of the issued and outstanding capital stock of the Pledged Entities that are owned by IntirCon are subject to any vesting, redemption, or repurchase agreement, and that there are no warrants or options outstanding with respect to such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)capital stock.

Pledged Equity Interests. (a) Unless an Event If such Grantor shall receive any capital stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bcapital or any certificate issued in connection with any reorganization), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid option or rights in respect of the capital stock or other Pledged Equity Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Equity Interests, to the extent permitted or otherwise in the Credit Agreementrespect thereof, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such votestock, exercisecertificate, option or other action right constitutes Collateral and is required received in certificated form, such Grantor shall accept the same as the agent of the Lenders, hold the same in trust for the Lenders and promptly deliver the same to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by applicable Governmental Requirementsuch Grantor and to be held by the Agent, subject to the terms hereof, as additional collateral security for the Obligations. Except as otherwise permitted under During the Credit Agreementexistence of an Event of Default, any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of any IssuerIssuer shall be paid over to the Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within (to the time periods required hereinextent such property does not constitute Excluded Collateral or an Excluded Perfection Asset), be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Default, such Grantor shall shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Administrative Agent for the benefit of the Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security for the Equity Interest Obligations. (b) If an Event Without the prior written consent of Default shall occur and be continuingthe Agent, then at any time in the Administrative Agent’s discretion, such Grantor will not (i) the Administrative Agent shall have enter into any agreement or undertaking restricting the right or ability of such Grantor or the Agent to receive sell, assign or transfer any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (of such Grantor or Proceeds thereof or any interest therein, other than, than Permitted Liens and any restrictions in each case, with respect any agreement pursuant to any Restricted Payment that is which a permitted disposition under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreementbe or is consummated, and or (ii) cause or permit any Issuer of any Pledged Partnership Interests or all Pledged LLC Interests of such Grantor to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as such securities within the meaning of Section 8-103 of the UCC; provided, however, that notwithstanding the foregoing, if any Issuer of any Pledged Equity Partnership Interests shall, upon the written request or Pledged LLC Interests takes any such action in violation of the Administrative foregoing in this clause (ii), such Grantor shall promptly notify the Agent in writing of any such election or action and, in such event, shall take all steps necessary or reasonably requested by the Agent to establish the Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner ’s Control thereof (including delivery of an agreement in substantially the right form of Exhibit A or in form and substance reasonably satisfactory to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determineAgent), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) Such Grantor, to the extent it is also an Issuer, (i) comply with any instruction received agrees that it will be bound by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without Agreement relating to the Pledged Equity Interests of any other or further instructions from Grantor issued by it and will comply with such Grantorterms insofar as such terms are applicable to it, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted herebyagrees that the terms of Section 4.5(c) shall apply to it, pay any dividends or other payments mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 4.5(c) with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received issued by it from and (iii) hereby consents to (x) the Administrative grant by each other Grantor of a security interest hereunder in any Pledged Equity Interest issued by it in favor of the Agent in writing that states that and (y) upon the occurrence and during the continuation of an Event of Default has occurred Default, the transfer of any Pledged Equity Interest issued by it to the Agent or the Agent’s nominee and is continuing and that seeks to exercise or enforce any the substitution of the rights granted to Agent or such nominee as a partner, member or shareholder or other equity holder of the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made Pledged Equity Interests issued by the Administrative Agent pursuant to this Section 7.01(d)it.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect All of the Pledged Equity InterestsInterests are duly authorized and validly issued capital stock or membership interests (as applicable) of the applicable Pledged Entity, are fully paid and nonassessable and are not subject to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity preemptive rights with respect to of any Person. All of the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected Interests were issued pursuant to result in any breach of any provision a valid exemption from the registration requirements of the Credit AgreementSecurities Act of 1933, this Agreement as amended, and fully comply with any and all applicable state securities laws. No authorization, approval or action by, and no notice or filing with any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon governmental authority or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, required either (i) for the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect pledge of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 made by IntriCon hereunder or for the granting of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof security interest therein by IntriCon pursuant to the Obligations in accordance with Section 8.3 of the Credit this Agreement, and or (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon for the exercise by any Grantor or the Administrative Agent Bank of any right, privilege or option pertaining to such Pledged Equity Interests, its rights and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor remedies hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to (except as may be required by laws affecting the Administrative Agent. offering and sale of securities). This Agreement creates a valid security interest in favor of Bank in the Pledged Equity Interests. The taking of possession by Bank of the certificates (dif any) Each Grantor hereby authorizes evidencing the Pledged Equity Interests will perfect and establish the first priority of Bank’s security interest in such certificated Pledged Equity Interests. The filing of a UCC Financing Statement describing the Pledged Equity Interests with the Secretary of State of Pennsylvania will perfect the Bank’s security interest in any uncertificated Pledged Equity Interests, and furthermore, the execution of a written agreement by the issuer of each Issuer (and shall instruct each Issuer by separate instrument) to such uncertificated Pledged Equity Interest that it will comply with instructions originated by the Bank with respect to any request received such uncertificated Pledged Equity Interests issued by it from without further consent by IntriCon will establish “control” (as defined in the Administrative Agent UCC) by the Bank over any such uncertificated Pledged Equity Interest and perfect and establish the first priority of Bank’s security interest in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any such uncertificated Pledged Equity Interests. No action other than obtaining possession of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that certificates representing all certificated Pledged Equity Interests and obtaining “control” over all uncertificated Pledged Equity Interests as described in the foregoing authorization sentences is necessary to perfect or otherwise protect the Bank’s security interest in the Pledged Equity Interests. Schedule 7.28 attached hereto sets forth a statement of the authorized, issued and instruction shall be sufficient to authorize outstanding capital stock of the Administrative Agent’s exercise or enforcement Pledged Entities and, the owners of such rightscapital stock. None of the issued and outstanding capital stock of the Pledged Entities that are owned by IntriCon are subject to any vesting, redemption, or repurchase agreement, and that there are no warrants or options outstanding with respect to such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)capital stock.

Pledged Equity Interests. (a) Unless Except as otherwise permitted in the Credit Agreement or herein, it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests; (b) no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof except such as have been obtained; (c) all of the Pledged LLC Interests and Pledged Partnership Interests are or represent interests that by their terms provide that they are securities governed by Article 8 of the uniform commercial code of an applicable jurisdiction; and (d) such Grantor has caused each partnership or limited liability company included in the Pledged Equity Interests to amend its partnership agreement or limited liability company agreement to include the following provision: “Notwithstanding any other provision of this agreement (including any transfer restrictions set forth herein) and subject to (a) compliance with Nevada Gaming Laws and all applicable orders of the Gaming Boards (as defined in the Credit Agreement) and (b) the terms of that certain Intercreditor Agreement, dated as of July 3, 2013, by and among the Collateral Agents, the Borrower and certain subsidiaries of the Borrower (as such terms are defined below), in the event that an Event of Default shall have occurred under (i) that certain First Lien Credit and Guaranty Agreement (as such First Lien Credit and Guaranty Agreement may be continuing amended, modified, supplemented or restated from time to time) dated as of July 3, 2013 (the “First Lien Credit Agreement”) among American Casino & Entertainment Properties LLC, as borrower (the “Borrower”), certain subsidiaries of the Borrower, as Guarantors, and Deutsche Bank AG New York Branch (“DBNY”), as administrative agent and collateral agent (together with its successors and assigns, in such capacity the “First Lien Collateral Agent”) or (ii) that certain Second Lien Credit and Guaranty Agreement (as such Second Lien Credit and Guaranty Agreement may be amended, modified, supplemented or restated from time to time) dated as of July 3, 2013 (the “Second Lien Credit Agreement”) among the Borrower, certain subsidiaries of the Borrower, as Guarantors, and DBNY, as administrative agent and collateral agent (together with its successors and assigns, in such capacity, the “Second Lien Collateral Agent”, and, together with the First Lien Collateral Agent, in such capacities, the “Collateral Agents”), (A) the lenders from time to time parties thereto and the Administrative Agent agents party thereto and the Collateral Agents shall have given notice to the relevant Grantor of the Administrative Agent’s intent be entitled to exercise its corresponding any of their respective rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights remedies with respect to equity interests in the Pledged Equity Interests; providedCompany, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected and (B) each Member hereby irrevocably consents to result in any breach the transfer of any provision of equity interest and all related management and other rights in the Credit Agreement, this Agreement Company to the applicable Collateral Agent or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds designee of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event Collateral Agent. Each Collateral Agent is a third party beneficiary of Default shall occur this provision and this provision cannot be continuing, then at any time in the Administrative Agent’s discretionamended or repealed, (i) as to the Administrative First Lien Collateral Agent, without the consent of such Collateral Agent shall have until the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the First Lien Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have has been accelerated and any remedies have been exercised)) and make application thereof to the Obligations Paid in accordance with Section 8.3 of the Credit Agreement, Full as defined therein and (ii) any or all of as to the Pledged Equity Interests shall, upon the written request of the Administrative Second Lien Collateral Agent, be registered in without the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement consent of such rights, and that such Issuer shall not be required to investigate Collateral Agent until the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)Second Lien Credit Agreement has been Paid in Full as defined therein.”

Pledged Equity Interests. The Grantor hereby covenants and agrees that, if the Grantor shall become entitled to receive or shall receive any certificate (a) Unless an Event including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor capital or any certificate issued in connection with any reorganization), option or rights in respect of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bEquity Interests of any Issuer (including, without limitation, any Additional Project Entity), each Grantor shall be permitted to receive all cash dividendswhether in addition to, paymentsin substitution of, Propertyas a conversion of, other Proceeds or other distributions paid in respect exchange for, any shares of the Pledged Equity Interests, or otherwise in respect thereof, the Grantor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and deliver the same forthwith to the extent permitted Collateral Agent in the Credit Agreementexact form received, and to exercise all voting and corporate or other entity rights with respect duly indorsed by the Grantor to the Pledged Equity Interests; providedCollateral Agent, howeverif required, that no vote shall be casttogether with an undated transfer power covering such certificate duly executed in blank by the Grantor, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations, and in the case Equity Interest Obligations. If any sum Interests in Additional Project Entities and to the extent required to create a valid security interest in such Equity Interests, a consent from the Issuer thereof substantially in the form of money or property so paid or distributed in respect of any Exhibit C. Unless otherwise consented to by the Collateral Agent, Pledged Equity Interests required to be pledged hereunder in any Subsidiary that is organized as a limited liability company or limited partnership and pledged hereunder shall be received represented by a certificate and, in the Organizational Documents of such Subsidiary, the Grantor during shall cause the continuance Issuer of an Event such interests to elect to treat such interests as a “security” within the meaning of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 Article 8 of the Credit Agreement notwithstanding the existence Uniform Commercial Code of an Event its jurisdiction of Default organization (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the certificates representing such Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the additional Pledged Equity Interests shall, upon acquired or issued after the written request of Closing Date) shall have been delivered to the Administrative Collateral Agent, be registered together with duly executed instruments of transfer or assignment in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(dblank).

Pledged Equity Interests. The Guarantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (athe “Securities Act”) Unless an Event and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect any part of the Pledged Equity InterestsInterests conducted without prior registration or qualification of such Pledged Equity Interests under the Securities Act and/or such state securities laws, to the extent permitted in the Credit Agreementlimit purchasers to those who will agree, and among other things, to exercise all voting and corporate or other entity rights with respect to acquire the Pledged Equity Interests; providedInterests for their own account, howeverfor investment and not with a view to the distribution or resale thereof. The Guarantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, the Guarantor agrees that no vote any such private sale shall be cast, right exercised or other action taken which could reasonably be expected deemed to result have been made in any breach of any provision of a commercially reasonable manner and that the Credit Agreement, this Agreement or any other Loan Document except Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect sale of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligationsperiod of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect Required Lenders determine to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the exercise their right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) sell any or all of the Pledged Equity Interests shallInterests, upon written request, the written Guarantor shall and shall cause each issuer of any Pledged Equity Interest to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent (who shall forward such information to the Required Lenders) all such information as the Required Lenders may request in order to determine the number and nature of the Administrative Agentinterest, be registered shares or other instruments included in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests which may be sold by the Collateral Agent (at any meeting of shareholders (or other equivalent body) the direction of the relevant Issuer Required Lenders) in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. The Guarantor further agrees to use its best efforts to do or Issuers cause to be done all such other acts as may be necessary to make such sale or otherwise and (B) sales of all or any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all portion of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or pursuant to this Section 8 valid and binding and in compliance with all other fundamental change in the organizational structure applicable legal requirements. The Guarantor further agrees that a breach of any Issuercovenant contained herein will cause irreparable injury to the Secured Parties, or upon that the exercise by any Grantor or Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 8.03 shall be specifically enforceable against the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity InterestsGuarantor, and in connection therewith, the right Guarantor hereby waives and agrees not to deposit and deliver assert any and all defense against an action for specific performance of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability covenants except to account for property actually received by it, but the Administrative Agent shall have a defense that no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with under the terms of this Credit Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (ax) Unless an Event Each Grantor recognizes that, by reason of Default shall have occurred certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be continuing and the Administrative Agent shall have given notice compelled, with respect to the relevant Grantor any sale of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect any part of the Pledged Equity InterestsInterests conducted without prior registration or qualification of such Pledged Equity Interests under the Securities Act and/or such state securities laws, to the extent permitted in the Credit Agreementlimit purchasers to those who will agree, and among other things, to exercise all voting and corporate or other entity rights with respect to acquire the Pledged Equity Interests; providedInterests for their own account, howeverfor investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that no vote any such private sale shall be cast, right exercised or other action taken which could reasonably be expected deemed to result have been made in any breach of any provision of a commercially reasonable manner and that the Credit Agreement, this Agreement or any other Loan Document except Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect sale of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the determines to exercise its right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) sell any or all of the Pledged Equity Interests shallInterests, upon the written request request, each Grantor shall and shall cause each issuer of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such any Pledged Equity Interests at any meeting Interest to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of shareholders (interest, shares or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of instruments included in the Pledged Equity Interests upon which may be sold by the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change Collateral Agent in exempt transactions under the organizational structure of any Issuer, or upon Securities Act and the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, rules and in connection therewith, the right to deposit and deliver any and all regulations of the Pledged Equity Interests with any committeeSecurities and Exchange Commission thereunder, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except same are from time to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay time in so doingeffect. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (ab) Unless If Pledgor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of the capital stock or other Pledged Equity Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Equity Interests, or otherwise in respect thereof, Pledgor shall accept the same as the agent of Secured Party, hold the same in trust for Secured Party and deliver the same forthwith to Secured Party in the exact form received, duly endorsed by Pledgor to Secured Party, if required, together with an undated stock power covering such certificate duly executed in blank by Pledgor and with, if Secured Party so requests, signature guaranteed, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Secured Obligations. If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreementcontinuing, any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of any IssuerIssuer shall be paid over to Secured Party to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinSecured Party, be delivered to the Administrative Agent Secured Party to be held by it hereunder as additional collateral security for the Equity Interest Secured Obligations. If an Event of Default shall have occurred and be continuing and any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by Pledgor, Pledgor shall, until such Grantor during the continuance of an Event of Default (other than with respect money or property is paid or delivered to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Secured Party, such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured PartiesParty, segregated from other funds of such GrantorPledgor, as additional collateral security for the Equity Interest Secured Obligations. (bc) If an Event Without the prior written consent of Default shall occur and be continuingSecured Party, then at any time in the Administrative Agent’s discretion, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to amend its organizational documents in any manner that materially changes the Administrative Agent shall have rights of Pledgor with respect to any Pledged Equity Interests or adversely affects the validity, perfection or priority of Secured Party’s security interest therein, (ii) permit any Issuer of Pledged Equity Interests to issue any additional Equity Interests of any nature or issue securities convertible into Equity Interests of any Issuer or grant the right of purchase or exchange for any Equity Interests of any Issuer, (iii) enter into any agreement or undertaking restricting the right or ability of Pledgor or Secured Party to receive sell, assign or transfer any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests or Proceeds thereof or any interest therein or (other than, in each case, with respect to iv) cause or permit any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity LLC Interests pledged by which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Grantor hereunder Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged LLC Interests takes any such action in violation of the foregoing in this clause (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent iii), Pledgor shall promptly notify Secured Party in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant such election or action and, in such event, shall take all steps necessary or advisable to this Section 7.01(d)establish Secured Party’s “control” thereof.

Pledged Equity Interests. (a) Unless an Event If any Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor capital or any certificate issued in connection with any reorganization), option or rights in respect of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b)Capital Stock of any Issuer, each Grantor shall be permitted to receive all cash dividendswhether in addition to, paymentsin substitution of, Propertyas a conversion of, other Proceeds or other distributions paid in respect exchange for, any of the Pledged Equity Interests, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Party, hold the same in trust for the Secured Party and deliver the same forthwith to the extent permitted Secured Party in the Credit Agreementexact form received, and to exercise all voting and corporate or other entity rights with respect duly indorsed by such Grantor to the Pledged Equity Interests; providedSecured Party, howeverif required, that no vote shall together with an undated instrument of transfer covering such certificate duly executed in blank by such Grantor, to be castheld by the Secured Party, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except subject to the extent such voteterms hereof, exercise, or other action is required by applicable Governmental Requirementas additional security for the Secured Obligations. Except as otherwise permitted under the Credit Agreement, any Any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of any IssuerIssuer shall be paid over to the Secured Party to be held by it hereunder as additional security for the Secured Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shallthereof, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, property so distributed shall be delivered to the Administrative Agent Secured Party to be held by it hereunder as additional collateral security for the Equity Interest Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Grantor, such Grantor shall shall, until such money or property is paid or delivered to Secured Party, hold such money or property in trust for the Administrative Agent for the benefit of the Secured PartiesParty, segregated from other funds of the such Grantor, as additional security for the Equity Interest Secured Obligations. (b) If an Event Without the prior written consent of Default shall occur and be continuingthe Secured Party, then at any time in the Administrative Agent’s discretion, Grantors will not (i) the Administrative Agent shall have vote to enable, or take any other action to permit, any Issuer to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to receive purchase or exchange for any and all cash dividends, payments, Property Capital Stock of any nature of any Issuer other than issuances in connection with employee stock option plans or other employee incentive plans, which issuances do not, in the aggregate, exceed 20 percent of the Capital Stock of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Equity Interests or Proceeds paid thereof, provided that any Grantor may transfer, subject to the Lien created hereby, the Capital Stock of any Issuer to (x) any wholly owned Subsidiary of a Grantor or (y) any other Person (other than in a Non-Qualifying Change of Control) if by a supplement to this Agreement in form and substance satisfactory to the Secured Party (A) such wholly owned Subsidiary or other Person becomes a Guarantor and a Grantor hereunder and grants to the Secured Party a security interest in the Capital Stock of such Issuer, (B) the applicable Grantor grants a security interest in the Capital Stock in any such wholly owned Subsidiary and (C) all steps necessary or desirable in the opinion of the Secured Party are taken to perfect the security interests in the Capital Stock of such Issuer and the Capital Stock of any such wholly owned Subsidiary or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any IssuerProceeds thereof, or upon any interest therein, except for the exercise security interests created by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or (other than in connection with a liquidation permitted under Section 6.03 of the Revolving Credit Agreement and under each other Debt Document) terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or that adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default which are interests in a partnership or limited liability company and which are not securities (other than with respect to any Restricted Payment that is permitted under Section 7.6 for purposes of the Credit Agreement notwithstanding NYUCC) on the existence of an Event of Default date hereof or the date acquired (unless such Restricted Payment is made after the Loans have been accelerated and if later) to elect or otherwise take any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right action to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to cause such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) to be treated as securities for purposes of the relevant Issuer NYUCC; except if such Obligor shall promptly notify the Collateral Agent in writing of any such election or Issuers action and, in such event, shall take all steps necessary or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change advisable in the organizational structure of any IssuerCollateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof, or upon the exercise by (d) cause any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer issuer of any Pledged Equity Interests pledged by which are interests in a corporation and which are not Certificated Securities at any time to become Certificated Securities; except if such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from Obligor shall promptly notify the Administrative Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise any such election or action and, in accordance with the terms of this Agreementsuch event, without any other or further instructions from such Grantorshall promptly, and each Grantor agrees that each Issuer shall in any case within five (5) Business Days (or such longer period as may be fully protected approved by the Collateral Agent in so complyingits sole discretion) of such election or action, and (ii) unless otherwise expressly permitted hereby, pay Deliver any dividends or other payments with respect such Certificated Security to the Pledged Equity Interests directly to the Administrative Collateral Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).;

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation Effective Date or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the Effective Date because it ceases to constitute an Excluded Equity Interest, such Obligor shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or (other than in connection with a liquidation permitted under Section 6.03 of the Revolving Credit Agreement and under each other Debt Document) terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or that adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof or the date acquired (if later) to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate the rights and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent.powers related thereto; and (d) Each Grantor hereby authorizes each Issuer (and All Pledged Interests that are Equity Interests of Subsidiaries shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall at all times be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)Delivered.

Pledged Equity Interests. (a) Unless an In the event the Pledgor acquires rights in any Pledged Equity Interests after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, together with all Supplements to Schedules thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon the Pledgor’s acquisition of rights therein and shall not be affected by the failure of the Pledgor to deliver a pledge supplement required hereby. (b) Except as provided in the next sentence, in the event the Pledgor receives any dividends, interest or distributions on any Pledged Equity Interests or any securities or other property upon the merger, consolidation, liquidation or dissolution of the Company, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) the Pledgor shall immediately take any steps necessary to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Pledged Equity Interests (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action the Pledgor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, securities or other property from all other property of the Pledgor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing and continuing, the Administrative Collateral Agent shall have given notice authorizes the Pledgor to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive retain all cash dividends, payments, Property, other Proceeds or other dividends and distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect payments of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doinginterest. (c) Each Grantor hereby authorizes and instructs each Issuer except as expressly permitted by the Credit Agreement, without the prior written consent of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) the Collateral Agent, it shall not permit the Company to merge or consolidate unless (i) comply with any instruction received the surviving entity creates a security interest that is perfected by it from a filed financing statement (that is not effective solely under section 9-508 of the Administrative Agent UCC) in writing that (A) states that an Event of Default Collateral in which such new debtor has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreementor acquires rights, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends all the outstanding capital stock or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to surviving or resulting corporation, limited liability company, partnership or other entity which is a Subsidiary of the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rightsPledgor, and that such Issuer shall not be required to investigate the accuracy of any request made which is owned by the Administrative Agent pursuant to this Pledgor, is, upon such merger or consolidation, pledged hereunder and (iii) Pledgor promptly complies with the delivery and control requirements of Section 7.01(d)5.3 hereof.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to If a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at the Collateral Agent shall have the right, without notice to any time in Grantor, to transfer all or any portion of the Administrative Agent’s discretionInvestment Property constituting Collateral to its name or the name of its nominee or agent. In addition, (i) the Administrative Collateral Agent shall have the right to receive at any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment time that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default is continuing, to exchange any certificates or instruments representing any Investment Property constituting Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (unless such Restricted Payment is made after the Loans have been accelerated or cause to be executed and any remedies have been exercised)delivered) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit AgreementCollateral Agent all proxies, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate dividend payment orders and other rights pertaining instruments as the Collateral Agent may from time to such Pledged Equity Interests time request and each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth herein at any meeting time an Event of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingDefault is continuing. (cb) Each Grantor hereby authorizes and instructs each Issuer issuer of any Pledged Equity Interests pledged by such Grantor hereunder (hereunder, and each Issuer party hereto issuer of Pledged Securities that is a Grantor hereunder hereby agrees) , to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property constituting Collateral, including Pledged Equity Interests Interests, directly to the Administrative Collateral Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; and (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to in a manner inconsistent with the recapitalization terms of this Agreement or reclassification any Debt Document or that adversely affects the validity, perfection or priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s Control thereof; and (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)powers related thereto.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or (other than in connection with a liquidation permitted under Section 6.03 of the Revolving Credit Agreement and under each other Debt Document) terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or that adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof or the date acquired (if later) to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof, or (d) cause any issuer of any Pledged Equity Interests which are interests in a corporation and which are not Certificated Securities at any time to become Certificated Securities; except if such Obligor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall promptly, and in any case within five (5) Business Days (or such longer period as may be received approved by the Collateral Agent in its sole discretion) of such Grantor election or action, Deliver any such Certificated Security to the Collateral Agent; (c) Each Obligor consents to the grant by each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate the rights and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent.powers related thereto; (d) Each Grantor Obligor that is a corporation that is an issuer of any uncertificated Pledged Equity Interests hereby authorizes each Issuer (agrees that it will, subject to the terms and shall instruct each Issuer by separate instrument) to conditions of Section 7.09 and the other terms and conditions hereof, comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any all instructions of the rights granted Collateral Agent with respect to such uncertificated Pledged Equity Interests without further consent by the applicable owner or holder of such uncertificated Pledged Equity Interests. (e) All Pledged Interests that are Equity Interests of Subsidiaries shall at all times be Delivered; and (f) Notwithstanding anything to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction contrary contained herein, in no event shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not any Obligor be required to investigate pledge more than 65% of the accuracy of Equity Interests in any request made by Portfolio Company to the Administrative Agent pursuant to this Section 7.01(d)extent such entity would constitute a CFC or a Transparent Subsidiary if it was a Subsidiary.

Pledged Equity Interests. (a) Unless an Event On the date hereof and promptly after the time that any Restricted Subsidiary of Default shall have occurred and be continuing the Borrower is created or acquired or any Unrestricted Subsidiary becomes a Restricted Subsidiary, the Borrower and the Administrative Agent Restricted Subsidiaries (as applicable) shall have given notice execute and deliver to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated the Pledge Agreement (or an amendment to the Pledge Agreement) from the Borrower and/or the Restricted Subsidiaries (as applicable) covering all Equity Interests owned by the Range Resources Credit Agreement — Page 66 Borrower or such Restricted Subsidiaries in such Restricted Subsidiaries, together with all certificates (or other funds evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity Interests of each such GrantorRestricted Subsidiary of every class owned by such Credit Party (as applicable) which, if certificated, shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have deem necessary or appropriate to grant, evidence and perfect a first priority security interest in the right issued and outstanding Equity Interests owned by Borrower or any Restricted Subsidiary in each Restricted Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any Restricted Subsidiary shall be required to receive any and all cash dividends, payments, Property or other Proceeds paid pledge in respect excess of 65% of the Pledged voting Equity Interests (other than, in each case, with respect to of any Restricted Payment Subsidiary that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder a Foreign Subsidiary (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy pledge any Equity Interests of any request made by the Administrative Agent pursuant to this Section 7.01(da second-tier Foreign Subsidiary).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; and (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or (other than in connection with a liquidation permitted under Section 6.03 of the Revolving Credit Facility) terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to in a manner inconsistent with the recapitalization terms of this Agreement or reclassification any Debt Document or that adversely affects the validity, perfection or priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Facility and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; and (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)powers related thereto.

Pledged Equity Interests. (a) Unless an Event If such Grantor shall become entitled to receive or shall receive any stock certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bcapital or any certificate issued in connection with any reorganization), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds option or other distributions paid rights in respect of the Pledged Equity InterestsInterest of any Pledged Entity, to the extent permitted whether in the Credit Agreementaddition to, and to exercise all voting and corporate in substitution of, as a conversion of, or other entity rights with respect to the in exchange for, any share or unit of Pledged Equity Interests; provided, howeveror otherwise in respect thereof, that no vote such Grantor shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision accept the same as the agent of the Credit AgreementSecured Parties, this Agreement or any other Loan Document except hold the same in trust for the Secured Parties and deliver the same forthwith to the extent Administrative Agent in the exact form received, duly indorsed by such voteGrantor to the Administrative Agent, exerciseif required, together with an undated stock power or other action is required equivalents covering such certificate duly executed in blank by applicable Governmental Requirementsuch Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Except as otherwise permitted under the Credit Agreement, any Any sums paid upon or in respect of any the Collateral constituting Pledged Equity Interest Interests or Pledged Debt upon the liquidation or dissolution -dissolution of any IssuerPledged Entity or Pledged Debt shall be paid over to the Administrative Agent (unless otherwise agreed in the Credit Agreement) to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any such Pledged Equity Interest Interests or Pledged Debt or any property shall be distributed upon or with respect to any such Pledged Equity Interest Interests or Pledged Debt pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinAgent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any such Pledged Equity Interests or Pledged Debt shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Grantor, such Grantor shall shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Equity Interest Secured Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in Without the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the prior written request consent of the Administrative Agent, be registered in such Grantor will not, except as permitted by the name of the Administrative Agent Credit Agreement, (i) vote to enable, or its nomineetake any other action to permit, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining any Pledged Entity to such Pledged Equity Interests at issue any meeting of shareholders (stock or other equivalent body) equity securities of the relevant Issuer any nature or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and to issue any other rights, privileges securities convertible into or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including granting the right to purchase or exchange at its discretion for any and all stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Equity Interests, Pledged Debt or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Equity Interests upon the mergerInterests, amalgamation, consolidation, reorganization, recapitalization Pledged Debt or other fundamental change in the organizational structure of any IssuerProceeds thereof, or upon any interest therein, except for the exercise security interests created by this Agreement or Liens permitted by the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of any right, privilege or option pertaining to such the Pledged Equity Interests, and in connection therewith, Pledged Debt or Proceeds thereof (unless such restriction is permitted by the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determineCredit Agreement), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each In the case of each Grantor hereby authorizes and instructs each Issuer of any which is a Pledged Equity Interests pledged by Entity, such Grantor hereunder (and each Issuer party hereto hereby agrees) to agrees that (i) comply with any instruction received it will be bound by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this AgreementAgreement relating to the Pledged Equity Interests and Pledged Debt issued by it and will comply with such terms insofar as such terms are applicable to it, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay it will notify the Administrative Agent promptly in writing of the occurrence of any dividends or other payments of the events described in Section 5.7(a) with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received or Pledged Debt issued by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise (iii) it will take all actions required or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made reasonably requested by the Administrative Agent pursuant to this Section 7.01(d)enable or permit each Grantor to comply with Sections 6.1(c) and 6.5 as to all Pledged Equity Interests and Pledged Debt issued by it.

Pledged Equity Interests. (a) Unless If such Pledgor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of the Equity Interests in the Borrower or other Pledged Equity Interest of the Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Equity Interests, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver the same to the Administrative Agent in the exact form received, duly endorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given has provided written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit AgreementPledgor, any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of the Borrower and received by such Pledgor shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any Issuer, any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer the Borrower or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinAgent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If an Event of Default shall have occurred and be continuing and any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Pledgor, such Grantor shall Pledgor shall, if the Administrative Agent has provided written notice to such Pledgor, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such GrantorPledgor, as additional collateral security for the Equity Interest Obligations. (b) If an Event Without the prior written consent of Default shall occur and be continuingthe Administrative Agent, then at such Pledgor will not (i) unless not prohibited under the Loan Documents, vote to enable, or take any time other action to permit or cause, the Borrower to amend its organizational documents in any manner that materially changes the rights of such Pledgor with respect to any Pledged Equity Interests or adversely affects the validity, perfection or priority of the Administrative Agent’s discretionsecurity interest therein, (iii) unless not prohibited under the Loan Documents, enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent shall have the right to receive sell, assign or transfer any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests or Proceeds thereof or any interest therein or (other than, in each case, with respect iii) cause or permit the Borrower to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers elect or otherwise and (B) take any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining action to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of cause any Pledged Equity Interests pledged by which are not securities for purposes of the UCC on the date hereof to be treated as securities for purposes of the UCC unless such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from Pledgor promptly notifies the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise any such election or action and, in accordance with the terms of this Agreementsuch event, without any other takes all steps necessary or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect advisable to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize establish the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)“control” thereof.

Pledged Equity Interests. (a) Unless If such Pledgor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of the Equity Interests in the Borrower or other Pledged Equity Interest of the Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Equity Interests, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and promptly deliver, subject to Section 9.14 hereof, the same to the Administrative Agent in the exact form received, duly endorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given has provided written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit AgreementPledgor, any sums paid upon or in respect of any the Pledged Equity Interest Interests upon the liquidation or dissolution of the Borrower and received by such Pledgor shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any Issuer, any non-cash distribution of capital shall be made on or in respect of any the Pledged Equity Interest Interests or any property shall be distributed upon or with respect to any the Pledged Equity Interest Interests pursuant to the recapitalization or reclassification of the capital of any Issuer the Borrower or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinAgent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If an Event of Default shall have occurred and be continuing and any sum sums of money or property so paid or distributed in respect of any the Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Pledgor, such Grantor shall Pledgor shall, if the Administrative Agent has provided written notice to such Pledgor, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such GrantorPledgor, as additional collateral security for the Equity Interest Obligations. (b) If an Event Without the prior written consent of Default shall occur and be continuingthe Administrative Agent, then at such Pledgor will not (i) unless not prohibited under the Loan Documents, vote to enable, or take any time other action to permit or cause, the Borrower to amend its organizational documents in any manner that materially changes the rights of such Pledgor with respect to any Pledged Equity Interests or adversely affects the validity, perfection or priority of the Administrative Agent’s discretionsecurity interest therein, (iii) unless not prohibited under the Loan Documents, enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent shall have the right to receive sell, assign or transfer any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests or Proceeds thereof or any interest therein or (other than, in each case, with respect iii) cause or permit the Borrower to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers elect or otherwise and (B) take any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining action to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of cause any Pledged Equity Interests pledged by which are not securities for purposes of the UCC on the date hereof to be treated as securities for purposes of the UCC unless such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from Pledgor promptly notifies the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise any such election or action and, in accordance with the terms of this Agreementsuch event, without any other takes all steps necessary or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect advisable to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize establish the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)“control” thereof.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; and (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or (other than in connection with a liquidation permitted under Section 6.03 of the Revolving Credit Facility and under each other Debt Document) terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to in a manner inconsistent with the recapitalization terms of this Agreement or reclassification any Debt Document or that adversely affects the validity, perfection or priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Facility and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; and (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)powers related thereto.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or (other than in connection with a liquidation permitted under Section 6.03 of the Revolving Credit Agreement and under each other Debt Document) terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or that adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof or the date acquired (if later) to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof, or (d) cause any issuer of any Pledged Equity Interests which are interests in a corporation and which are not Certificated Securities at any time to become Certificated Securities; except if such Obligor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall promptly, and in any case within five (5) Business Days (or such longer period as may be received approved by the Collateral Agent in its sole discretion) of such Grantor election or action, Deliver any such Certificated Security to the Collateral Agent; (c) Each Obligor consents to the grant by each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate the rights and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent.powers related thereto; (d) Each Grantor Obligor that is a corporation that is an issuer of any uncertificated Pledged Equity Interests hereby authorizes each Issuer (agrees that it will, subject to the terms and shall instruct each Issuer by separate instrument) to conditions of Section 7.09 and the other terms and conditions hereof, comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any all instructions of the rights granted Collateral Agent with respect to such uncertificated Pledged Equity Interests without further consent by the applicable owner or holder of such uncertificated Pledged Equity Interests; (e) All Pledged Interests that are Equity Interests of Subsidiaries shall at all times be Delivered; and (f) Notwithstanding anything to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction contrary contained herein, in no event shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not any Obligor be required to investigate pledge more than 65% of the accuracy of Equity Interests in any request made by Portfolio Company to the Administrative Agent pursuant to this Section 7.01(d)extent such entity would constitute a CFC or a Transparent Subsidiary if it was a Subsidiary.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and Without the Administrative Agent shall have given notice to the relevant Grantor prior written consent of the Administrative Agent’s intent , no Grantor will (i) vote to exercise its corresponding rights pursuant enable, or take any other action to permit, any applicable Issuer to issue any Pledged Equity Interests, except for those additional Pledged Equity Interests that will be subject to the Security Interest granted herein in favor of the Secured Parties in accordance with the provisions of this Agreement, or (ii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any Pledged Equity Interests or Proceeds thereof, except as permitted by Section 7.01(b9.10 of the Credit Agreement. The Grantors will defend the right, title and interest of the Administrative Agent in and to any Pledged Equity Interests against the claims and demands of all Persons whomsoever. (b) If any Grantor shall become entitled to receive or shall receive (i) any Certificated Securities included in the Collateral (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds option or other distributions paid rights in respect of the ownership interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Equity Interests, to the extent permitted or otherwise in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercisethereof, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under (ii) during the Credit Agreementcontinuance of an Event of Default, any sums paid upon or in respect of any Pledged Equity Interest Interests upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall accept the same as the agent of the Secured Parties, hold such money or property the same in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for and promptly deliver the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right same to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name on behalf of the Administrative Agent or its nomineeSecured Parties, and in accordance with the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doinghereof. (c) Each Subject to Section 7.16, each Grantor that is a party to any Partnership/LLC Agreement hereby authorizes consents to the pledge by the Grantors of their Partnership/LLC Interests hereunder as necessary so that, upon the occurrence and instructs each Issuer during the continuance of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and Default, the Secured Parties or their respective designees shall have the right (B) is otherwise in accordance with but not the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrumentobligation) to comply with any request received by it from be substituted for the Administrative Agent in writing that states that an Event applicable Grantor as a member, manager or partner under the applicable Partnership/LLC Agreement and the Secured Parties shall have all rights, powers and benefits of Default has occurred and is continuing and that seeks to exercise such Grantor as a member, manager or enforce any partner, as applicable, under such Partnership/LLC Agreement (which for the avoidance of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of doubt, such rights, powers and that such Issuer benefits of a substituted member shall include all voting and other rights and not be required to investigate merely the accuracy rights of any request made by the Administrative Agent pursuant to this Section 7.01(dan economic interest holder).

Pledged Equity Interests. (a) Unless an Event The Pledgor recognizes that, by reason of Default shall have occurred certain prohibitions contained in the Securities Act and applicable state securities laws, the Lender may be continuing and the Administrative Agent shall have given notice compelled, with respect to the relevant Grantor any sale of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect any part of the Pledged Equity InterestsInterests conducted without prior registration or qualification of such Pledged Equity Interests under the Securities Act and/or such state securities laws, to the extent permitted in the Credit Agreementlimit purchasers to those who will agree, and among other things, to exercise all voting and corporate or other entity rights with respect to acquire the Pledged Equity Interests; providedInterests for their own account, howeverfor investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, the Pledgor agrees that no vote any such private sale shall be cast, right exercised or other action taken which could reasonably be expected deemed to result have been made in any breach of any provision of a commercially reasonable manner and that the Credit Agreement, this Agreement or any other Loan Document except Lender shall have no obligation to engage in public sales and no obligation to delay the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect sale of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent period of time necessary to permit OpCo to register it for a form of public sale requiring registration under the benefit of Securities Act or under applicable state securities laws, even if OpCo would, or should, agree to so register it. If the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the Lender determines to exercise its right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) sell any or all of the Pledged Equity Interests shallInterests, upon written request, the written Pledgor shall and shall cause OpCo from time to time to furnish to the Lender all such information as the Lender may request in order to determine the number and nature of the Administrative Agentinterest, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (shares or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of instruments included in the Pledged Equity Interests upon which may be sold by the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change Lender in exempt transactions under the organizational structure of any Issuer, or upon Securities Act and the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, rules and in connection therewith, the right to deposit and deliver any and all regulations of the Pledged Equity Interests with any committeeSecurities and Exchange Commission thereunder, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except same are from time to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay time in so doingeffect. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or that adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default which are interests in a partnership or limited liability company and which are not securities (other than with respect to any Restricted Payment that is permitted under Section 7.6 for purposes of the Credit Agreement notwithstanding NYUCC) on the existence of an Event of Default date hereof or the date acquired (unless such Restricted Payment is made after the Loans have been accelerated and if later) to elect or otherwise take any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right action to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to cause such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) to be treated as securities for purposes of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to NYUCC; except if such Pledged Equity Interests as if it were Obligor shall promptly notify the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise any such election or action and, in accordance with such event, shall take all steps necessary or advisable in the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Collateral Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required reasonable discretion to investigate establish the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)Collateral Agent’s NYUCC Control thereof; 522144.000028 21651939.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; and (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant or adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest that is a Subsidiary of any Obligor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Credit Agreement and each other Debt Document, permit any issuer of any Pledged Equity Interest to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the recapitalization or reclassification of the capital issuer of any Issuer Pledged Equity Interest, or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If (e) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default which are interests in a partnership or limited liability company and which are not securities (other than with respect to any Restricted Payment that is permitted under Section 7.6 for purposes of the Credit Agreement notwithstanding Uniform Commercial Code) on the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and date hereof to elect or otherwise take any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right action to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to cause such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) to be treated as securities for purposes of the relevant Issuer or Issuers or otherwise and (B) Uniform Commercial Code; provided, however, notwithstanding the foregoing, if any and all rights issuer of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion takes any and all such action in violation of the Pledged Equity Interests upon foregoing in this clause (e), such Obligor shall promptly notify the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change Collateral Agent in the organizational structure writing of any Issuersuch election or action and, in such event, shall take all steps necessary or upon advisable to establish the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.Collateral Agent’s Control thereof; and (c) Each Grantor hereby authorizes and instructs Obligor consents to the grant by each Issuer other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) Interest to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (A) states that or its nominee following an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)powers related thereto.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent Secured Party shall have given notice to the relevant Grantor Grantors of the Administrative AgentSecured Party’s intent to exercise its corresponding rights pursuant to Section 7.01(b5.1(b) (provided that no such notice shall be required in the case of a Bankruptcy Event), each Grantor the Grantors shall be permitted to receive and use all cash dividends, payments, Property, other Proceeds or dividends and other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, Interests and to exercise all voting and corporate or other entity organizational rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, cast or corporate or other organizational right exercised or other action taken which, in the Secured Party’s reasonable judgment, would impair the Collateral or which could reasonably would be expected to inconsistent with or result in any breach violation of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Stock Purchase Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time continuing and the Secured Party shall give notice of its intent to exercise such rights to the Grantors (provided that no such notice shall be required in the Administrative Agent’s discretioncase of a Bankruptcy Event of Default), (i) the Administrative Agent Secured Party shall have the right to receive any and all cash dividends, payments, Property payments or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations Secured Obligations, in accordance with Section 8.3 of such order as the Credit AgreementSecured Party may determine, and (ii) at the Secured Party’s option any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, shall be registered in the name of the Administrative Agent Secured Party or its nominee, and the Administrative Agent Secured Party or its nominee may thereafter exercise (Ax) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (By) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including including, without limitation, the right to exchange at its discretion any and all of the such Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent Secured Party of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Secured Party may determine), all without liability except to account for property actually received by it, but the Administrative Agent Secured Party shall have no duty to any Grantor the Grantors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor will execute and deliver, or cause to be executed and delivered, to the Secured Party all such proxies and other instruments as the Secured Party may reasonably request for the purpose of enabling the Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.1(b). (d) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent Secured Party in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each such Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative AgentSecured Party. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent Except as otherwise permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to it is the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated record and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests; (b) no consent of any Person including any other thangeneral or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof except such as have been obtained; (c) all of the Pledged LLC Interests and Pledged Partnership Interests are or represent interests that by their terms provide that they are securities governed by Article 8 of the uniform commercial code of an applicable jurisdiction; and (d) such Grantor has caused each partnership or limited liability company included in the Pledged Equity Interests to amend its partnership agreement or limited liability company agreement to include the following provision: “Notwithstanding any other provision of this agreement and subject to compliance with Nevada gaming laws and all applicable orders of the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Xxxxx County Liquor and Gaming Licensing Board, and any other federal, state or local agency having jurisdiction over the gaming operations of the Company, each Member consents to and agrees that (i) a pledgee of its Interests, or its successors or assigns, may, in each caseconnection with the valid exercise of such pledgee’s or such successor’s or assign’s rights, with respect to any Restricted Payment that is permitted under Section 7.6 sell, transfer or otherwise dispose of all or part of the Credit Agreement notwithstanding the existence Interests (including a sale, transfer or disposition in connection with any foreclosure) without any further consent of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated Member and without having to comply with any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 restrictions of the Credit Agreementsale, transfer or other disposition of the Interests set forth in this agreement and (ii) any or all a pledgee of the Pledged Equity Interests shallInterests, upon or its successors or assigns, in connection with the written request valid exercise of such pledgee’s or such successor’s or assign’s rights, or any purchaser of the Administrative Agent, be registered Interests that acquired the Interests in connection with the name valid exercise of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other such rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including in connection with any foreclosure), may acquire such Interests and become a member or be substituted for a member under this agreement without the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure consent of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, member and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) having to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted restrictions on the sale, transfer or other disposition of the Interests set forth in this agreement. So long as any Interest is pledged, this provision shall inure to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement benefit of such rightspledgee and its successors and assigns, as intended third-party beneficiaries, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant no amendment, modification or waiver of, or consent with respect to this Section 7.01(d)provision shall in any event be effective without the prior written consent of such pledgee or its successors and assigns.”

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or terminate any Organization Documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or that adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof or the date acquired (if later) to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate the rights and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent.powers related thereto; (d) Each Grantor Obligor that is a corporation that is an issuer of any uncertificated Pledged Equity Interests hereby authorizes each Issuer (agrees that it will, subject to the terms and shall instruct each Issuer by separate instrument) to conditions of Section 7.09 and the other terms and conditions hereof, comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any all instructions of the rights granted Collateral Agent with respect to such uncertificated Pledged Equity Interests without further consent by the Administrative Agent pursuant to Section 7.01(b) applicable owner or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement holder of such rights, and uncertificated Pledged Equity Interests; and (e) All Pledged Interests that such Issuer are Equity Interests of Subsidiaries shall not at all times be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)Delivered.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; and (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate the rights and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent.powers related thereto; and (d) Each Grantor hereby authorizes each Issuer (and All Pledged Interests that are Equity Interests of Subsidiaries shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall at all times be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)Delivered.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and either Collateral Agent or the Administrative Designated Agent shall have given notice to the relevant Grantor of such Collateral Agent’s or the Administrative Designated Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b6.3(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions dividends paid in respect of the Pledged Equity InterestsInterests and all payments made in respect of the Pledged Notes, in each case to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity organizational rights with respect to the Pledged Equity InterestsInvestment Related Property; provided, however, that no vote shall be cast, cast or organizational right exercised or other action taken which, in either Collateral Agent’s reasonable judgment, would materially impair the Collateral or which could reasonably would be expected to inconsistent with or result in any breach violation of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest ObligationsDocument. (b) If an Event of Default shall occur and be continuingcontinuing and either Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors (but prior to the payment in full of the Senior Obligations, then at any time in only to the Administrative Agent’s discretionextent not expressly prohibited by the terms of the Subordination Agreement), (i) the Administrative Agent Collateral Agents shall have the right to receive any and all cash dividends, payments, Property payments or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) Investment Related Property and make application thereof to the Obligations in accordance with Section 8.3 of such order as the Credit AgreementCollateral Agents may determine, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, Investment Related Property shall be registered in the name of the Administrative Designated Agent or its nominee, and the Administrative Designated Agent or its nominee may thereafter exercise (Ax) all voting, corporate organizational and other rights pertaining to such Pledged Equity Interests Investment Related Property at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (By) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests Investment Related Property as if it were the absolute owner thereof (including including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests Investment Related Property upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Designated Agent (or its nominee) of any right, privilege or option pertaining to such Pledged Equity InterestsInvestment Related Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests Investment Related Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Designated Agent may determine), all without liability except to account for property actually received by it, but neither the Administrative Designated Agent nor any Collateral Agent shall have no any duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests Investment Related Property pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative either Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event The Pledgor recognizes that, by reason of Default shall have occurred certain prohibitions contained in the Securities Act and applicable state securities laws, the Lender may be continuing and the Administrative Agent shall have given notice compelled, with respect to the relevant Grantor any sale of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect any part of the Pledged Equity InterestsInterests conducted without prior registration or qualification of such Pledged Equity Interests under the Securities Act and/or such state securities laws, to the extent permitted in the Credit Agreementlimit purchasers to those who will agree, and among other things, to exercise all voting and corporate or other entity rights with respect to acquire the Pledged Equity Interests; providedInterests for their own account, howeverfor investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, the Pledgor agrees that no vote any such private sale shall be cast, right exercised or other action taken which could reasonably be expected deemed to result have been made in any breach of any provision of a commercially reasonable manner and that the Credit Agreement, this Agreement or any other Loan Document except Lender shall have no obligation to engage in public sales and no obligation to delay the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect sale of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent period of time necessary to permit SunPower YC Holdings to register it for a form of public sale requiring registration under the benefit of Securities Act or under applicable state securities laws, even if SunPower YC Holdings would, or should, agree to so register it. If the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the Lender determines to exercise its right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) sell any or all of the Pledged Equity Interests shallInterests, upon written request, the written Pledgor shall and shall cause SunPower YC Holdings from time to time to furnish to the Lender all such information as the Lender may request in order to determine the number and nature of the Administrative Agentinterest, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (shares or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of instruments included in the Pledged Equity Interests upon which may be sold by the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change Lender in exempt transactions under the organizational structure of any Issuer, or upon Securities Act and the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, rules and in connection therewith, the right to deposit and deliver any and all regulations of the Pledged Equity Interests with any committeeSecurities and Exchange Commission thereunder, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except same are from time to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay time in so doingeffect. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative immediately upon Agent shall have given giving written notice to the relevant Grantor Obligor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b7.10.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 11.1(j) of this Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders), each Grantor Obligor shall be permitted to (i) receive all cash dividends, paymentsinterest, Property, other Proceeds principal or other payments or distributions paid or made in respect of the Pledged pledged Equity Interests, to the extent permitted in the Credit Agreement, not prohibited by this Agreement and to (ii) exercise all voting and corporate or other entity ownership rights with respect to the Pledged pledged Equity Interests; provided, however, that no vote shall be cast, cast or corporate or other ownership right exercised or other action taken which could would reasonably be expected to result in any breach materially and adversely affect the rights inuring to a holder of any provision pledged Equity Interests or the rights and remedies of the Credit Agreement, Agent or the other Secured Parties under this Agreement or any other Loan Document except to or the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit ability of the Secured Parties, segregated from Parties to exercise the same or which would violate any provision of this Agreement or any other funds of such Grantor, as additional security for the Equity Interest ObligationsLoan Document. (b) If an Event of Default shall occur and be continuing, then at any time in continuing and the Administrative Agent shall have given prior written notice to the Borrowers of the Agent’s discretion, intent to execute its rights pursuant to this Section 7.10.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 11.1(j) of this Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders): (i) the Administrative Agent shall have the right to receive any and all cash dividends, paymentsinterest, Property principal or other Proceeds payments or distributions paid in respect of to the Pledged pledged Equity Interests (other than, included in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) Collateral and make application thereof to the Obligations in accordance with Section 8.3 of the Credit AgreementLoan Documents, and (ii) all rights of each Obligor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Agent which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights and (iii) the Agent shall have the right to transfer all or any or all portion of the Pledged Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Obligor, endorsed or assigned in blank in favor of the Agent, and each Obligor will, upon request, promptly give to the Agent copies of any notices or other communications received by it with respect to pledged Equity Interests shall, upon included in the written request of the Administrative Agent, be Collateral registered in the name of the Administrative Agent or its nomineesuch Obligor. In addition, if an Event of Default has occurred and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewithis continuing, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty the right at any time, without notice to any Grantor Obligor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing, each Obligor shall promptly execute and deliver (or cause to be executed and delivered) to the Agent all proxies, dividend payment orders and other instruments as the Agent may from time to time reasonably request, and each Obligor acknowledges that the Agent may utilize the power of attorney for the express purposes set forth herein. All dividends, interest, principal or other payments or distributions received by any such rightObligor contrary to the provisions of this Section 7.10.2(b) shall be held for the benefit of the Agent, privilege or option and shall not be responsible for promptly delivered to the Agent promptly following written demand in the same form as so received (with any failure to do so or delay in so doingnecessary endorsement reasonably requested by the Agent). (c) Any notice given by the Agent to the Borrowers or any other Obligor under this Section 7.10.2 (i) may be given with respect to one or more of the Obligors at the same or different times and (ii) may suspend the rights of the Obligors under paragraph (a) or (b) of this Section 7.10.2 in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor Obligor hereby authorizes and instructs each Issuer issuer of any Pledged pledged Equity Interests pledged by such Grantor Obligor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorObligor, and each Grantor Obligor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. 2.1 The pledged equity interests under this Agreement shall be 100.0% of the equity interests held by the Pledgors in the Company (ahereinafter referred to as “Pledged Equity Interests”) Unless an Event and all interests relating to the Pledged Equity Interests. 2.2 Within the term of Default this Agreement, the Pledgee shall not be liable for any reduction in the value of the Pledged Equity Interests unless due to the Pledgee’s willfulness or gross negligence that has a direct causal relationship with the result, and the Pledgors shall have occurred no right to make any form of recourse or claim against the Pledgee. 2.3 Subject to the provisions of Clause 2.2 hereof above, if there is any possibility of a significant reduction in the value of the Pledged Equity Interests which is sufficient to endanger the rights of the Pledgee, the Pledgee may require at any time the Pledgors to auction or dispose of the Pledged Equity Interests and agree with the Pledgors that the proceeds from the auction or disposal thereof shall be continuing and used to pay off the Administrative Agent secured debt in advance or be deposited with the notary public office in the place where the Pledgee is located (any expenses incurred therefrom shall be borne by the Pledgee). 2.4 The Pledgee shall have given notice the right to dispose of the Pledged Equity Interests in such manner as set out in Clause 11 hereof when any event of default occurs on the part of the Company or the Pledgors. 2.5 With the prior consent of the Pledgee, the Pledgors may increase its capital contribution to the relevant Grantor Company and transfer or accept any equity interests of the Administrative Agent’s intent Company. Any equity interests formed from the increase by the Pledgors of its capital contribution to exercise its corresponding rights pursuant to Section 7.01(b)the Company shall also be the Pledged Equity Interests. 2.6 With the prior consent of the Pledgee, each Grantor shall be permitted to the Pledgors may receive all cash dividends, payments, Property, other Proceeds dividends or other distributions paid bonuses in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. The Grantor hereby covenants and agrees that, if the Grantor shall become entitled to receive or shall receive any certificate (a) Unless an Event including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor capital or any certificate issued in connection with any reorganization), option or rights in respect of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bEquity Interests of any Issuer (including, without limitation, any Additional Project Entity), each Grantor shall be permitted to receive all cash dividendswhether in addition to, paymentsin substitution of, Propertyas a conversion of, other Proceeds or other distributions paid in respect exchange for, any shares of the Pledged Equity Interests, or otherwise in respect thereof, the Grantor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and deliver the same forthwith to the extent permitted Collateral Agent in the Credit Agreementexact form received, and to exercise all voting and corporate or other entity rights with respect duly indorsed by the Grantor to the Pledged Equity Interests; providedCollateral Agent, howeverif required, that no vote shall be casttogether with an undated stock power covering such certificate duly executed in blank by the Grantor and with, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of if the Credit AgreementCollateral Agent so requests, this Agreement or any other Loan Document except to the extent such votesignature guaranteed, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations, and in the case Equity Interest Obligations. If any sum Interests in Additional Project Entities, a consent from the Issuer thereof substantially in the form of money or property so paid or distributed in respect of any Exhibit C. Unless otherwise consented to by the Collateral Agent, Pledged Equity Interests required to be pledged hereunder in any Subsidiary that is organized as a limited liability company or limited partnership and pledged hereunder shall be received represented by a certificate and, in the Organizational Documents of such Subsidiary, the Grantor during shall cause the continuance Issuer of an Event such interests to elect to treat such interests as a “security” within the meaning of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 Article 8 of the Credit Agreement notwithstanding the existence Uniform Commercial Code of an Event its jurisdiction of Default organization (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the certificates representing such Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the additional Pledged Equity Interests shall, upon acquired or issued after the written request of Closing Date) shall have been delivered to the Administrative Collateral Agent, be registered together with duly executed instruments of transfer or assignment in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(dblank).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereofAmendment No. 2 Effective Date or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereofAmendment No. 2 Effective Date because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; and (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or (other than in connection with a liquidation permitted under Section 6.03 of the Revolving Credit Facility and under each other Debt Document) terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to in a manner inconsistent with the recapitalization terms of this Agreement or reclassification any Debt Document or that adversely affects the validity, perfection or priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Facility and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; and (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)powers related thereto.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with With respect to the Pledged Equity Interests; provided, however, that no vote IntriCon hereby agrees as follows: (a) IntriCon shall be cast, right exercised deliver to Bank (i) simultaneously with or other action taken which could reasonably be expected prior to result in any breach the execution and delivery of any provision of the Credit this Agreement, this Agreement or any other Loan Document except to all certificates representing the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests (if any), and (ii) promptly upon the receipt thereof by or on behalf of IntriCon, all other certificates and instruments constituting Pledged Equity Interests. Prior to delivery to Bank, all such certificates and instruments constituting Pledged Equity Interests (or proceeds thereof) shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property held in trust for the Administrative Agent by IntriCon for the benefit of Bank pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligationsform provided in Exhibit 6.12(a) attached hereto. (b) If an Event any issuer of Default shall occur and be continuingPledged Equity Interests is organized in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then at or if any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests is at any time not evidenced by certificates of ownership, then IntriCon shall (other thani) to the extent permitted by applicable law, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 record on the equityholder register or the books of the Credit Agreement notwithstanding issuer the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all pledge of the Pledged Equity Interests shallhereunder, upon (ii) cause the written request issuer to execute and deliver to Bank an acknowledgment of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all pledge of the Pledged Equity Interests upon substantially in the mergerform of Exhibit 6.12(b) annexed hereto, amalgamation, consolidation, reorganization, recapitalization and (iii) execute any customary pledge forms or other fundamental change in documents reasonably necessary or appropriate to complete the organizational structure of any Issuer, or upon pledge and give Bank the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining right and power to transfer such Pledged Equity Interests, and Interests in connection therewith, accordance with the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doinghereof. (c) Each Grantor hereby authorizes and instructs each Issuer If IntriCon shall receive, by virtue of its being or having been the owner of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to or any proceeds thereof), any (i) comply certificate representing Pledged Equity Interests, including without limitation, any certificate representing a dividend or distribution in connection with any instruction received by it from the Administrative Agent in writing that (A) states that an Event increase or reduction of Default has occurred and is continuing and (B) is otherwise in accordance with the terms capital, reclassification, merger, consolidation, sale of this Agreementassets, without any combination of shares or membership or equity interests, stock splits, spin-off or split- off, promissory notes or other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and instrument; (ii) unless otherwise expressly permitted herebyoption or right, pay whether as an addition to, substitution for, or an exchange for, any dividends or other payments with respect to the Pledged Equity Interests directly to or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then IntriCon shall receive such certificate, instrument, option, right or distribution in trust for the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (benefit of Bank, shall segregate it from IntriCon’s other property and shall instruct each Issuer by separate instrument) deliver it forthwith to comply Bank in the exact form received together with any request received necessary endorsement and/or appropriate instruments of transfer or assignment duly executed in blank, substantially in the form provided in Exhibit 6.12(a), to be held by it from Bank as Collateral and as further collateral security for the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)Obligations.

Pledged Equity Interests. (a) Unless Except as otherwise permitted in the Credit Agreement or herein, it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests; (b) no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or second priority status of the security interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof except such as have been obtained; (c) all of the Pledged LLC Interests and Pledged Partnership Interests are or represent interests that by their terms provide that they are securities governed by Article 8 of the uniform commercial code of an applicable jurisdiction; and (d) such Grantor has caused each partnership or limited liability company included in the Pledged Equity Interests to amend its partnership agreement or limited liability company agreement to include the following provision: “Notwithstanding any other provision of this agreement (including any transfer restrictions set forth herein) and subject to (a) compliance with Nevada Gaming Laws and all applicable orders of the Gaming Boards (as defined in the Credit Agreement) and (b) the terms of that certain Intercreditor Agreement, dated as of July 3, 2013, by and among the Collateral Agents, the Borrower and certain subsidiaries of the Borrower (as such terms are defined below), in the event that an Event of Default shall have occurred under (i) that certain First Lien Credit and Guaranty Agreement (as such First Lien Credit and Guaranty Agreement may be continuing amended, modified, supplemented or restated from time to time) dated as of July 3, 2013 (the “First Lien Credit Agreement”) among American Casino & Entertainment Properties LLC, as borrower (the “Borrower”), certain subsidiaries of the Borrower, as Guarantors, and Deutsche Bank AG New York Branch (“DBNY”), as administrative agent and collateral agent (together with its successors and assigns, in such capacity the “First Lien Collateral Agent”) or (ii) that certain Second Lien Credit and Guaranty Agreement (as such Second Lien Credit and Guaranty Agreement may be amended, modified, supplemented or restated from time to time) dated as of July 3, 2013 (the “Second Lien Credit Agreement”) among the Borrower, certain subsidiaries of the Borrower, as Guarantors, and DBNY, as administrative agent and collateral agent (together with its successors and assigns, in such capacity, the “Second Lien Collateral Agent”, and, together with the First Lien Collateral Agent, in such capacities, the “Collateral Agents”), (A) the lenders from time to time parties thereto and the Administrative Agent agents party thereto and the Collateral Agents shall have given notice to the relevant Grantor of the Administrative Agent’s intent be entitled to exercise its corresponding any of their respective rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights remedies with respect to equity interests in the Pledged Equity Interests; providedCompany, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected and (B) each Member hereby irrevocably consents to result in any breach the transfer of any provision of equity interest and all related management and other rights in the Credit Agreement, this Agreement Company to the applicable Collateral Agent or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds designee of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event Collateral Agent. Each Collateral Agent is a third party beneficiary of Default shall occur this provision and this provision cannot be continuing, then at any time in the Administrative Agent’s discretionamended or repealed, (i) as to the Administrative First Lien Collateral Agent, without the consent of such Collateral Agent shall have until the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the First Lien Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have has been accelerated and any remedies have been exercised)) and make application thereof to the Obligations Paid in accordance with Section 8.3 of the Credit Agreement, Full as defined therein and (ii) any or all of as to the Pledged Equity Interests shall, upon the written request of the Administrative Second Lien Collateral Agent, be registered in without the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement consent of such rights, and that such Issuer shall not be required to investigate Collateral Agent until the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)Second Lien Credit Agreement has been Paid in Full as defined therein.”

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and either Collateral Agent or the Administrative Designated Agent shall have given notice to the relevant Grantor of such Collateral Agent’s or the Administrative Designated Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b6.3(b), each the Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions dividends paid in respect of the Pledged Equity InterestsInterests and all payments made in respect of the Pledged Notes, in each case to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity organizational rights with respect to the Pledged Equity InterestsInvestment Related Property; provided, however, that no vote shall be cast, cast or organizational right exercised or other action taken which, in either Collateral Agent’s reasonable judgment, would materially impair the Collateral or which could reasonably would be expected to inconsistent with or result in any breach violation of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest ObligationsDocument. (b) If an Event of Default shall occur and be continuingcontinuing and either Collateral Agent shall give notice of its intent to exercise such rights to the Grantor (but prior to the payment in full of the Senior Obligations, then at any time in only to the Administrative Agent’s discretionextent not expressly prohibited by the terms of the Subordination Agreement), (i) the Administrative Agent Collateral Agents shall have the right to receive any and all cash dividends, payments, Property payments or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) Investment Related Property and make application thereof to the Obligations in accordance with Section 8.3 of such order as the Credit AgreementCollateral Agents may determine, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, Investment Related Property shall be registered in the name of the Administrative Designated Agent or its nominee, and the Administrative Designated Agent or its nominee may thereafter exercise (Ax) all voting, corporate organizational and other rights pertaining to such Pledged Equity Interests Investment Related Property at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (By) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests Investment Related Property as if it were the absolute owner thereof (including including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests Investment Related Property upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any the Grantor or the Administrative Designated Agent (or its nominee) of any right, privilege or option pertaining to such Pledged Equity InterestsInvestment Related Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests Investment Related Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Designated Agent may determine), all without liability except to account for property actually received by it, but neither the Administrative Designated Agent nor any Collateral Agent shall have no any duty to any the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each The Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests Investment Related Property pledged by such the Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and In the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding event any Obligor acquires rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions paid in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon after the liquidation date hereof or dissolution of any Issuer, Excluded Equity Interest held by any non-cash distribution of capital made on or in respect of any Obligor becomes a Pledged Equity Interest after the date hereof because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to deliver a supplement to Annex 2.07 as required hereby; and (b) Without the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any property distributed upon other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest pursuant to or adversely affects the recapitalization validity, perfection or reclassification priority of the capital Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit Agreement and each other Debt Document, permit any issuer of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Pledged Equity Interest Obligations. If to dispose of all or a material portion of their assets, or (c) cause any sum of money or property so paid or distributed in respect issuer of any Pledged Equity Interests which are interests in a partnership or limited liability company and which are not securities (for purposes of the NYUCC) on the date hereof to elect or otherwise take any action to cause such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall be received promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; and (c) Each Obligor consents to the grant by such Grantor each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee following the occurrence and during the continuance continuation of an Event of Default (other than with respect and to any Restricted Payment that is permitted under Section 7.6 the substitution of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) as a partner in any partnership or as a member in any limited liability company with all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)powers related thereto.

Pledged Equity Interests. (a) Unless an Event If such Grantor shall become entitled to receive or shall receive any stock certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(bcapital or any certificate issued in connection with any reorganization), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds option or other distributions paid rights in respect of the Pledged Equity InterestsInterest of any Pledged Entity, to the extent permitted whether in the Credit Agreementaddition to, and to exercise all voting and corporate in substitution of, as a conversion of, or other entity rights with respect to the in exchange for, any share or unit of Pledged Equity Interests; provided, howeveror otherwise in respect thereof, that no vote such Grantor shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision accept the same as the agent of the Credit AgreementSecured Parties, this Agreement or any other Loan Document except hold the same in trust for the Secured Parties and deliver the same forthwith to the extent Administrative Agent in the exact form received, duly indorsed by such voteGrantor to the Administrative Agent, exerciseif required, together with an undated stock power or other action is required equivalents covering such certificate duly executed in blank by applicable Governmental Requirementsuch Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Except as otherwise permitted under the Credit Agreement, any Any sums paid upon or in respect of any the Collateral constituting Pledged Equity Interest Interests or Pledged Debt upon the liquidation or dissolution of any IssuerPledged Entity or Pledged Debt shall be paid over to the Administrative Agent (unless otherwise agreed in the Credit Agreement) to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any non-cash distribution of capital shall be made on or in respect of any such Pledged Equity Interest Interests or Pledged Debt or any property shall be distributed upon or with respect to any such Pledged Equity Interest Interests or Pledged Debt pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required hereinAgent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any such Pledged Equity Interests or Pledged Debt shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised))Grantor, such Grantor shall shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Equity Interest Secured Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in Without the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the prior written request consent of the Administrative Agent, be registered in such Grantor will not, except as permitted by the name of the Administrative Agent Credit Agreement, (i) vote to enable, or its nomineetake any other action to permit, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining any Pledged Entity to such Pledged Equity Interests at issue any meeting of shareholders (stock or other equivalent body) equity securities of the relevant Issuer any nature or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and to issue any other rights, privileges securities convertible into or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including granting the right to purchase or exchange at its discretion for any and all stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Equity Interests, Pledged Debt or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Equity Interests upon the mergerInterests, amalgamation, consolidation, reorganization, recapitalization Pledged Debt or other fundamental change in the organizational structure of any IssuerProceeds thereof, or upon any interest therein, except for the exercise security interests created by this Agreement or Liens permitted by the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of any right, privilege or option pertaining to such the Pledged Equity Interests, and in connection therewith, Pledged Debt or Proceeds thereof (unless such restriction is permitted by the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determineCredit Agreement), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each In the case of each Grantor hereby authorizes and instructs each Issuer of any which is a Pledged Equity Interests pledged by Entity, such Grantor hereunder (and each Issuer party hereto hereby agrees) to agrees that (i) comply with any instruction received it will be bound by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this AgreementAgreement relating to the Pledged Equity Interests and Pledged Debt issued by it and will comply with such terms insofar as such terms are applicable to it, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay it will notify the Administrative Agent promptly in writing of the occurrence of any dividends or other payments of the events described in Section 5.7(a) with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received or Pledged Debt issued by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise (iii) it will take all actions required or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made reasonably requested by the Administrative Agent pursuant to this Section 7.01(d)enable or permit each Grantor to comply with Sections 6.1(c) and 6.5 as to all Pledged Equity Interests and Pledged Debt issued by it.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b6.3(b), each Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions dividends paid in respect of the Pledged Equity InterestsInterests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted not prohibited in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity InterestsInvestment Property; provided, however, that no vote shall be cast, cast or corporate or other organizational right exercised or other action taken which could reasonably would be expected to inconsistent with or result in any breach violation of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest ObligationsDocument. (b) If an Event of Default shall occur and be continuing, then at any time in continuing and the Administrative Agent’s discretionAgent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property payments or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) Investment Property and make application thereof to the Obligations in accordance with the order set forth in Section 8.3 of the Credit Agreement6.5, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter solely exercise (Ax) all voting, corporate and other rights pertaining to such Pledged Equity Interests Investment Property at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (By) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests Investment Property as if it were the absolute owner thereof (including including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests Investment Property upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity InterestsInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests Investment Property pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).and

Pledged Equity Interests. (ai) Unless an Each Grantor will cause the Pledged Equity Interests to constitute at all times (A) 100% of the total number of Equity Interests of each Issuer other than a non-Domestic Subsidiary then issue and outstanding owned by such Grantor and (B) in the case of any Issuer that is a non-Domestic Subsidiary, 65% of the total number of Equity Interests of voting stock of such Issuer and 100% of the total number of Equity Interests of all other classes of capital stock of such Issuer then issued and outstanding owned by such Grantor. (ii) So long as no Event of Default shall have occurred and be continuing and the Administrative Agent shall have given applicable Grantor has not received notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding voting, consensual and other powers of ownership, each Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Equity Interests for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein; and the Administrative Agent shall execute and deliver to such Grantor or cause to be executed and delivered to such Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 7.01(b4.4(a)(ii). (iii) Unless and until an Event of Default shall have occurred and be continuing, each Grantor shall be permitted entitled to receive all cash and retain any dividends, paymentsdistributions or proceeds on the Pledged Equity Interests paid in cash out of earned surplus. (iv) If an Event of Default shall have occurred and be continuing, Propertywhether or not the Administrative Agent exercises any available right to declare any Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable Law or under this Agreement, the Loan Documents or any other Proceeds or agreement relating to such Obligation, all dividends and other distributions on the Pledged Equity Interests shall be paid directly to the Administrative Agent, for the benefit of the Secured Parties, and retained by it in a cash collateral account as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, each Grantor agrees 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 such Grantor (except to the extent theretofore applied to the Obligations), be returned by the Administrative Agent to such Grantor. (v) Not without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Pledged Equity Interests consisting of an interest in a partnership or a limited liability company that (A) is dealt in or traded on a securities exchange or in a securities market, (B) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (C) is an investment company security, (D) is held in a Securities Account or (E) constitutes a Security or a financial asset. (vi) Without the prior written consent of the Administrative Agent, no Grantor will (A) vote to enable, or take any other action to permit, any applicable Issuer to issue any Investment Property or Equity Interests constituting partnership or limited liability company interests, except for those additional Investment Property or Equity Interests constituting partnership or limited liability company interests that will be subject to the security interest granted herein in favor of the Secured Parties or (B) enter into any agreement or undertaking, except in connection with a Permitted Disposition, restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any Investment Property or Pledged Equity or Proceeds thereof. The Grantors will defend the right, title and interest of the Administrative Agent in and to any Investment Property and Pledged Equity against the claims and demands of all Persons whomsoever. (vii) If any Grantor shall become entitled to receive or shall receive (A) any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Equity Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach ownership interests of any provision of the Credit AgreementIssuer, this Agreement or any other Loan Document except to the extent such votewhether in addition to, exercisein substitution of, as a conversion of, or other action is required by applicable Governmental Requirement. Except as in exchange for, any Investment Property, or otherwise permitted under the Credit Agreement, in respect thereof or (B) any sums paid upon or in respect of any Pledged Equity Interest Investment Property upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall accept the same as the agent of the Secured Parties, hold such money or property the same in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for and promptly deliver the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right same to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name on behalf of the Administrative Agent or its nomineeSecured Parties, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agenthereof. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative immediately upon Agent shall have given giving written notice to the relevant Grantor Obligor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b7.10.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 11.1(j) of this Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders), each Grantor Obligor shall be permitted to (i) receive all cash dividends, paymentsinterest, Property, other Proceeds principal or other payments or distributions paid or made in respect of the Pledged pledged Equity Interests, to the extent permitted in the Credit Agreement, not prohibited by this Agreement and to (ii) exercise all voting and corporate or other entity ownership rights with respect to the Pledged pledged Equity Interests; provided, however, that no vote shall be cast, cast or corporate or other ownership right exercised or other action taken which could would reasonably be expected to result in any breach materially and adversely affect the rights inuring to a holder of any provision pledged Equity Interests or the rights and remedies of the Credit Agreement, Agent or the other Secured Parties under this Agreement or any other Loan Document except to or the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit ability of the Secured Parties, segregated from Parties to exercise the same or which would violate any provision of this Agreement or any other funds of such Grantor, as additional security for the Equity Interest ObligationsLoan Document. (b) If an Event of Default shall occur and be continuing, then at any time in continuing and the Administrative Agent shall have given prior written notice to the Borrowers of the Agent’s discretion, intent to execute its rights pursuant to this Section 7.10.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 11.1(j) of this Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders): (i) the Administrative Agent shall have the right to receive any and all cash dividends, paymentsinterest, Property principal or other Proceeds payments or distributions paid in respect of to the Pledged pledged Equity Interests (other than, included in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) Collateral and make application thereof to the Obligations in accordance with Section 8.3 of the Credit AgreementLoan Documents, and (ii) all rights of each Obligor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Agent which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights and (iii) the Agent shall have the right, without notice to any Obligor, to transfer all or all any portion of the Pledged Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Obligor, endorsed or assigned in blank in favor of the Agent, and each Obligor will, upon request, promptly give to the Agent copies of any notices or other communications received by it with respect to pledged Equity Interests shall, upon included in the written request of the Administrative Agent, be Collateral registered in the name of the Administrative Agent or its nomineesuch Obligor. In addition, if an Event of Default has occurred and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewithis continuing, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty the right at any time, without notice to any Grantor Obligor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing, each Obligor shall promptly execute and deliver (or cause to be executed and delivered) to the Agent all proxies, dividend payment orders and other instruments as the Agent may from time to time reasonably request, and each Obligor acknowledges that the Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any such rightObligor contrary to the provisions of this Section 7.10.2(b) shall be held for the benefit of the Agent, privilege or option and shall not be responsible for promptly delivered to the Agent promptly following demand in the same form as so received (with any failure to do so or delay in so doingnecessary endorsement reasonably requested by the Agent). (c) Any notice given by the Agent to the Borrowers or any other Obligor under this Section 7.10.2 (i) may be given with respect to one or more of the Obligors at the same or different times and (ii) may suspend the rights of the Obligors under paragraph (a) or (b) of this Section 7.10.2 in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor Obligor hereby authorizes and instructs each Issuer issuer of any Pledged pledged Equity Interests pledged by such Grantor Obligor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorObligor, and each Grantor Obligor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (ai) Unless an Event of Default shall have occurred and be continuing and 100% (or, if less, the Administrative Agent shall have given notice to the relevant Grantor full amount owned by such Pledgor) of the Administrative Agentissued and outstanding Equity Interests of each direct Domestic Subsidiary of such Pledgor which is a Borrowing Base Guarantor or which is a direct or indirect owner of the Equity Interests of a Borrowing Base Guarantor and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s intent United States parent and (B) could not reasonably be expected to exercise its corresponding rights pursuant cause any material adverse tax consequences) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 7.01(b1.956-2(c)(2)) of each direct Foreign Subsidiary of such Pledgor which is a direct or indirect owner of the Equity Interests of a Borrowing Base Guarantor, in each case, together with the certificates (or other agreements or instruments), each Grantor shall be permitted to receive if any, representing such Equity Interests, and all cash dividendsoptions and other rights, paymentscontractual or otherwise, Propertywith respect thereto (collectively, together with the Equity Interests and other Proceeds interests described in clauses (1) and (2) below, the “Pledged Equity”), including, but not limited to, the following: (1) all Equity Interests representing a dividend on any of the Pledged Equity, or other distributions paid representing a distribution or return of capital upon or in respect of the Pledged Equity InterestsEquity, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interests; provided, however, that no vote shall be cast, right exercised or other action taken which could reasonably be expected to result in any breach of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exerciseholder thereof, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time in the Administrative Agent’s discretion, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, Equity; and (ii2) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure event of any Issuer, consolidation or upon merger involving the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer issuer of any Pledged Equity and in which such issuer is not the surviving Person, all shares of each class of the Equity Interests pledged of the successor Person formed by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions resulting from such Grantorconsolidation or merger, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing extent that states that an Event of Default has occurred and such successor Person is continuing and that seeks to exercise or enforce any a direct Subsidiary of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d)Pledgor.

Pledged Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b6.3(b), each the Grantor shall be permitted to receive all cash dividends, payments, Property, other Proceeds or other distributions dividends paid in respect of the Pledged Equity InterestsInterests and all payments made in respect of the Pledged Notes, in each case to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity organizational rights with respect to the Pledged Equity InterestsInvestment Related Property; provided, however, that no vote shall be cast, cast or organizational right exercised or other action taken which, in the Collateral Agent’s reasonable judgment, would materially impair the Collateral or which could reasonably would be expected to inconsistent with or result in any breach violation of any provision of the Credit Agreement, this Agreement or any other Loan Document except to the extent such vote, exercise, or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Equity Interests shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional security for the Equity Interest ObligationsDocument. (b) If an Event of Default shall occur and be continuing, then at any time in continuing and the Administrative Agent’s discretionCollateral Agent shall give notice of its intent to exercise such rights to the Grantor, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments, Property payments or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) Investment Related Property and make application thereof to the Obligations in accordance with Section 8.3 of such order as the Credit AgreementCollateral Agent may determine, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, Investment Related Property shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (Ax) all voting, corporate organizational and other rights pertaining to such Pledged Equity Interests Investment Related Property at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (By) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests Investment Related Property as if it were the absolute owner thereof (including including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests Investment Related Property upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any the Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Equity InterestsInvestment Related Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests Investment Related Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each The Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests Investment Related Property pledged by such the Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(d).

Pledged Equity Interests. (a) Unless an Except to the extent otherwise expressly permitted by the Credit Agreement, each Grantor will cause the Equity Interests pledged by it hereunder to constitute at all times 100% of the Equity Interests in each issuer thereof owned by such Grantor and unless Administrative Agent shall have given its prior written consent, no Grantor will cause or permit any such issuer to issue or sell any new Equity Interests to any Person other than such Grantor or another Credit Party, or cause, permit or consent to the admission of any other Person (other than a Credit Party) as a stockholder, partner or member of any such issuer. (b) If any Grantor shall, at any time and from time to time after the Closing Date, acquire any additional Equity Interests in any Person the same shall be pledged to Administrative Agent pursuant to Section 3.1, and such Grantor will forthwith pledge and deposit the same with Administrative Agent and deliver to Administrative Agent any certificates or instruments evidencing such Equity Interests, together with undated stock powers or other necessary instruments of transfer or assignment, duly executed in blank and in form and substance reasonably satisfactory to Administrative Agent, together with such other certificates and instruments as Administrative Agent may reasonably request, and will promptly thereafter deliver to Administrative Agent a fully completed and duly executed amendment to this Agreement in substantially the form of Exhibit E (each, a “Pledge Amendment”) in respect thereof. Each Grantor hereby authorizes Administrative Agent to attach each such Pledge Amendment to this Agreement, and agrees that all Pledged Collateral described in any Pledge Amendment shall for all purposes be deemed Pledged Collateral hereunder and shall be subject to the provisions hereof; provided, that, the failure of any Grantor to execute and deliver any Pledge Amendment with respect to any such additional Pledged Collateral as required hereinabove shall not impair the security interest of Administrative Agent in such Pledged Collateral or otherwise adversely affect the rights and remedies of Administrative Agent hereunder with respect thereto. (c) If any Pledged Equity Interests of any Grantor (whether now owned or hereafter acquired) are uncertificated securities, such Grantor will promptly notify Administrative Agent thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a Person other than a Subsidiary of a Credit Party) use its commercially reasonable efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the UCC and any other applicable Law, to enable Administrative Agent to acquire “control” (within the meaning of such term under Section 8-106 (or its successor provision) of the UCC) of such uncertificated securities and as may be otherwise necessary or deemed reasonably appropriate by Administrative Agent to perfect the security interest of Administrative Agent therein. (d) So long as no Event of Default shall have occurred and be continuing, each Grantor shall be entitled to exercise all voting and other consensual rights pertaining to its Pledged Equity Interests (subject to its obligations under Section 5.7(a)), and for that purpose Administrative Agent will execute and deliver or cause to be executed and delivered to each Grantor all such proxies and other instruments as such Grantor may reasonably request in writing to enable the Grantor to exercise such voting and other consensual rights; provided, that, each Grantor agrees that it will not cast any vote, give any consent, waiver or ratification, or take or fail to take any action, in any manner that could reasonably be expected to violate or be inconsistent in any material respect with any term or provision of this Agreement, the Credit Agreement or any other Loan Document, or have the effect of impairing in any material respect the position or interests of Administrative Agent or any other Secured Party. (e) So long as no Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b(or would occur as a result thereof), each Grantor shall be permitted to receive and except as otherwise provided herein, all cash interest, income, dividends, payments, Property, distributions and other Proceeds or other distributions paid amounts payable in cash in respect of the any Grantor’s Pledged Equity Interests, Interests may be paid to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other entity rights with respect to the Pledged Equity Interestsretained by such Grantor; provided, howeverthat, that no vote shall all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be cast, right exercised or other action taken which could reasonably be expected paid to result in any breach of any provision Administrative Agent and retained by Administrative Agent as part of the Credit Agreement, this Agreement or any other Loan Document Collateral (except to the extent such voteapplied upon receipt to the repayment of Secured Obligations). Administrative Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, exerciseand to retain as part of the Collateral, (i) all additional Equity Interests or other action is required by applicable Governmental Requirement. Except as otherwise permitted under the Credit Agreement, any sums paid upon or in respect of any Pledged Equity Interest upon the liquidation or dissolution of any Issuer, any non-cash distribution of capital made on or in respect of any Pledged Equity Interest or any property distributed upon or with respect to any Pledged Equity Interest pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent within the time periods required herein, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Equity Interest Obligations. If any sum of money securities or property so (other than cash) paid or payable or distributed or distributable in respect of any Pledged Equity Interests in connection with any non-cash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (ii) without affecting any restrictions against such actions contained in the Credit Agreement, all Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Grantor in violation of the provisions of this Section shall be received by such Grantor during the continuance of an Event of Default (other than with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)), such Grantor shall hold such money or property in trust for the Administrative Agent for the benefit of the Secured Parties, shall be segregated from other property or funds of such Grantor, Grantor and shall be forthwith delivered to Administrative Agent as additional security for the Equity Interest Obligations. (b) If an Event of Default shall occur and be continuing, then at any time Collateral in the Administrative Agent’s discretion, same form as so received (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Equity Interests (other than, in each case, with respect to any Restricted Payment that is permitted under Section 7.6 of the Credit Agreement notwithstanding the existence of an Event of Default (unless such Restricted Payment is made after the Loans have been accelerated and any remedies have been exercised)) and make application thereof to the Obligations in accordance with Section 8.3 of the Credit Agreement, and (ii) any or all of the Pledged Equity Interests shall, upon the written request of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Equity Interests pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Administrative Agent. (d) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b) or (c) or Section 3.02. Each Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(dnecessary endorsements).