Common use of The Pledged Collateral Clause in Contracts

The Pledged Collateral. (a) The Pledgor will cause each Issuer to keep and maintain, at its address indicated in Clause 6.3(a) (The Pledged Collateral) its limited liability company records and all records, documents and instruments constituting, relating to, or evidencing Pledged Collateral. The Pledgor agrees to cause each Issuer to permit the Collateral Agent and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer and its records directly with the Issuer’s officers and employees. (b) Except as expressly permitted by the Credit Agreement or this Agreement, the Pledgor: (i) must maintain sole legal and beneficial ownership of the Pledged Collateral; (ii) must not permit any Pledged Collateral to be subject to any Lien other than the Collateral Agent’s security interest and must at all times warrant and defend the Collateral Agent’s security interest in the Pledged Collateral against all other Liens and claimants; (iii) must not sell, assign, transfer, pledge, license, lease or encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing; (iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Pledged Collateral; and (v) must not take any action which would result in a reduction in the value of any Pledged Collateral. (c) The Pledgor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Pledged Collateral) all taxes, assessments and charges imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral. (d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral Agent’s security interest, the Pledgor must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien on any of the Pledged Collateral. (e) Except for distributions permissible under clause 18.16 of the Credit Agreement and made in compliance with that clause, the Pledgor will not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any ownership interests in or securities of the Issuer now or later outstanding, or make any distribution of assets or property to its members as such. (f) The Pledgor will not permit the Issuer to cancel or change the terms of the Pledged Interest, or authorize, create or issue any additional ownership interests or any additional class or classes of ownership interests in the Issuer or to recharacterize or reclassify the existing interests. The Pledgor will not effect or permit any change of control of the Issuer. (g) The Pledgor will not permit the certificate of formation or limited liability company agreement of the Issuer to be amended in any way that affects the Collateral Agent’s security interests in the Pledged Collateral, the Collateral Agent’s rights under this Agreement or the Pledgor’s rights in the Pledged Collateral. (h) The Pledgor will take no action, and will not permit the Issuer to take any action, that could cause any of the Pledged Collateral to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Pledgor will cause each Issuer to keep is a limited liability company duly formed and maintainorganized and validly existing as a limited liability company under the laws of the State of Delaware. (b) The member of the Issuer is Warp Technology Holdings, Inc. (c) The Issuer keeps at its address indicated in Clause 6.3(a) (The Pledged Collateral) at 000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 its limited liability company records and all records, documents and instruments constituting, relating to, to or evidencing the Pledged Collateral. The Pledgor agrees to cause each Issuer to permit the Collateral Agent and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer and its records directly with the Issuer’s officers and employees. (bd) There is only one class of members and only one class of limited liability company interests in the Issuer. The Pledged Interest constitutes all of the issued and outstanding equity or ownership interests in each Issuer, and there are no other equity or ownership interests in either Issuer, options or rights to acquire or subscribe for any such interests, or securities or instruments convertible into or exchangeable or exercisable for any such interests. (e) Except as expressly permitted by under the Credit Agreement or this Agreement, the Pledgor: (i) must maintain it is the sole legal and beneficial ownership of owner of, and has the power to transfer and grant a security interest in the Pledged CollateralInterest and all other Pledged Collateral now in existence; (ii) must not permit any none of the Pledged Collateral to be is subject to any Lien other than the Collateral Agent’s security interest and must at all times warrant and defend the Collateral Agent’s security interest in the Pledged Collateral against all other Liens and claimantsinterest; (iii) must it has not agreed or committed to sell, assign, pledge, transfer, pledge, license, lease or encumberencumber any of the Pledged Collateral, or grant granted any option, warrant, or right with respect to, to any of the Pledged Collateral, or agree or contract to do any of the foregoing; (iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Pledged Collateral; and (viv) must not take any action which would result no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in a reduction in the value effect is on file or of record with respect to any Pledged Collateral. (c) The Pledgor must pay when due (and in any case before any penalties are assessed , except for those that create, perfect or any Lien is imposed on any Pledged Collateral) all taxes, assessments and charges imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral. (d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or evidence the Collateral Agent’s security interest, the Pledgor must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien on any of the Pledged Collateral. (e) Except for distributions permissible under clause 18.16 of the Credit Agreement and made in compliance with that clause, the Pledgor will not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any ownership interests in or securities of the Issuer now or later outstanding, or make any distribution of assets or property to its members as such. (f) The Pledgor will not permit No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Issuer to cancel or change the terms Pledged Collateral, and none of the Pledged InterestCollateral is subject to any order, writ, injunction, execution or authorize, create or issue any additional ownership interests or any additional class or classes of ownership interests in the Issuer or to recharacterize or reclassify the existing interests. The Pledgor will not effect or permit any change of control of the Issuerattachment. (g) The Pledgor will not permit the certificate of formation or limited liability company agreement of the Issuer to be amended in any way that affects the Collateral Agent’s security interests in the Pledged Collateral, the Collateral Agent’s rights under this Agreement or the Pledgor’s rights in the Pledged Collateral. (h) The Pledgor will take no action, and will not permit the Issuer to take any action, that could cause any None of the Pledged Collateral to constitute constitutes “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Pledgor will cause each Issuer to keep and maintain, at its address indicated in Clause 6.3(a6.3 (a) (The Pledged Collateral) its limited liability company corporate records and all records, documents and instruments constituting, relating to, or evidencing Pledged Collateral. The Pledgor agrees to cause each Issuer to permit the Collateral Agent and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer and its records directly with the Issuer’s officers and employees. (b) Except as expressly permitted by the Credit Agreement or this Agreement, the Pledgor: (i) must maintain sole legal and beneficial ownership of the Pledged Collateral; (ii) must not permit any Pledged Collateral to be subject to any Lien other than the Collateral Agent’s security interest and must at all times warrant and defend the Collateral Agent’s security interest in the Pledged Collateral against all other Liens and claimants; (iii) must not sell, assign, transfer, pledge, license, lease or encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing; (iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Pledged Collateral; and (v) must not take any action which would result in a reduction in the value of any Pledged Collateral. (c) The Pledgor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Pledged Collateral) all taxes, assessments and charges imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral. (d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral Agent’s security interest, the Pledgor must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien on any of the Pledged Collateral. (e) Except for distributions dividends permissible under clause 18.16 of the Credit Agreement and made in compliance with that clause, the Pledgor will not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any shares of capital stock or other ownership interests in or securities of the Issuer now or later outstanding, or make any distribution of assets or property to its members shareholder as such. (f) The Pledgor will not permit the Issuer to cancel or change the terms of the Pledged InterestShares, or authorize, create or issue any additional ownership interests shares of capital stock or any additional class or classes of ownership interests in the Issuer or to recharacterize or reclassify the existing interestsIssuer. The Pledgor will not effect or permit any change of control of the Issuer. (g) The Pledgor will not permit the certificate of formation or limited liability company agreement of the Issuer to be amended in any way that affects the Collateral Agent’s security interests in the Pledged Collateral, the Collateral Agent’s rights under this Agreement or the Pledgor’s rights in the Pledged Collateral. (h) The Pledgor will take no action, and will not permit the Issuer to take any action, that could cause any of the Pledged Collateral to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Pledgor will cause each Issuer the Issuers to keep and maintain, at its address their respective addresses indicated in Clause 6.3(a5.3(a) (The Pledged Collateral) its limited liability company their respective corporate records and all records, documents and instruments constituting, relating to, or evidencing Pledged Collateral. The Pledgor agrees to cause each Issuer the Issuers to permit the Collateral Agent and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer Issuers and its records directly with the Issuer’s Issuers’ officers and employees. (b) Except as expressly permitted by the Credit Agreement Indenture or this Agreement, the Pledgor: (i) must maintain sole legal and beneficial ownership of the Pledged Collateral; (ii) must not permit any Pledged Collateral to be subject to any Lien other than the Collateral Agent’s security interest and other Permitted Liens and must at all times warrant and defend the Collateral Agent’s security interest in the Pledged Collateral against all other Liens (other than Permitted Liens) and claimants; (iii) must not sell, assign, transfer, pledge, license, lease or further encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing; (iv) must not waive, amend or terminate, in whole or in part, any material accessory or ancillary right or other right in respect of any Pledged Collateral; and (v) must not take any action which would result in a reduction in the value of any Pledged Collateral. (c) The Pledgor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Pledged Collateral) will pay, prior to delinquency, all material taxes, assessments and charges governmental levies imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral, including claims for labor, materials and supplies, in each case, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Collateral Agent. (d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral Agent’s security interest, the Pledgor must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted Liens) on any of the Pledged Collateral. (e) Except for distributions permissible under clause 18.16 of as permitted by the Credit Agreement and made in compliance with that clauseIndenture or this Agreement, the Pledgor will not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any ownership interests in or securities of the Issuer now or later outstanding, or make any distribution of assets or property to its members as such. (f) The Pledgor will not permit the either Issuer to cancel or change the terms of the Pledged InterestEquity Interests, or authorize, create or issue any additional shares of capital stock or ownership interests in either Issuer; provided that the Pledgor may convert Vector Tobacco from a corporation to a limited liability company so long as (1) the Issuer gives the Collateral Agent at least 30 days prior written notice of such conversion, (2) the resulting limited liability company is formed under the laws of a State in the United States, (3) the limited liability company or any additional class operating agreement of the resulting limited liability company expressly provides that all equity interests in such resulting limited liability company are “securities” under Article 8 of the UCC and are represented by certificates, (4) contemporaneously with such conversion the Issuer delivers to the Collateral Agent in New York certificates representing all membership or classes of other equity or ownership interests in the converted entity, together with stock powers or the equivalent executed by the Issuer in blank and in form and substance satisfactory to the Collateral Agent, (5) the Issuer agrees, in documentation satisfactory to the Collateral Agent, that such equity interests are subject to the Collateral Agent’s security interest and to the terms of this Agreement, and (6) an appropriate financing statement or amendment to recharacterize or reclassify the existing interestsfinancing statement is promptly filed in the appropriate office or offices, so as to perfect and/or continue to perfect the Collateral Agent’s security interest. The Pledgor will ensure that at all times the operating agreement of Xxxxxxx Group provides that all equity interests in Xxxxxxx Group are “securities” under Article 8 of the UCC and are represented by certificates. The Pledgor will not effect or permit any change of control of either Issuer, except as permitted by the IssuerIndenture. (g) The Pledgor will not permit the certificate of formation or limited liability company agreement of the Issuer to be amended in any way that affects the Collateral Agent’s security interests in the Pledged Collateral, the Collateral Agent’s rights under this Agreement or the Pledgor’s rights in the Pledged Collateral. (hf) The Pledgor will take no action, and will not permit the either Issuer to take any action, that could cause any of the Pledged Collateral to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Pledgor will cause each the Issuer to keep and maintain, at its address indicated in Clause 6.3(a6.3 (a) (The Pledged Collateral) its limited liability company corporate records and all records, documents and instruments constituting, relating to, or evidencing Pledged Collateral. The Pledgor agrees to cause each the Issuer to permit the Collateral Agent Lender and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer and its records directly with the Issuer’s 's officers and employees. (b) Except as expressly permitted by the Credit Agreement, the Security Agreement or this Agreement, the each Pledgor: (i) must maintain sole legal and beneficial ownership of the Pledged Collateral; (ii) must not permit any Pledged Collateral to be subject to any Lien lien other than the Collateral Agent’s Lender's security interest and must at all times warrant and defend the Collateral Agent’s Lender's security interest in the Pledged Collateral against all other Liens liens and claimants; (iii) must not sell, assign, transfer, pledge, license, lease or encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing; (iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Pledged Collateral; and (v) must not take any action which would result in a reduction in the value of any Pledged Collateral. (c) The Pledgor must pay when due (and in any case before any penalties are assessed or any Lien lien is imposed on any Pledged Collateral) all taxes, assessments and charges imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral. (d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral Agent’s Lender's security interest, the Pledgor must take all lawful action to avoid impairment of the Collateral Agent’s Lender's security interest or the Collateral Agent’s Lender's rights under this Agreement or the imposition of a Lien lien on any of the Pledged Collateral. (e) Except for distributions permissible under clause 18.16 of the Credit Agreement and made in compliance with that clause, the Pledgor will not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any shares of capital stock or other ownership interests in or securities of the Issuer now or later outstanding, or make any distribution of assets or property to its members shareholder as such. (f) The Pledgor will not permit the Issuer to cancel or change the terms of the Pledged InterestShares, or authorize, create or issue any additional ownership interests shares of capital stock or any additional class or classes of ownership interests in the Issuer or to recharacterize or reclassify the existing interestsIssuer. The Pledgor will not effect or permit any change of control of the Issuer. (g) The Pledgor will not permit the certificate of formation or limited liability company agreement of the Issuer to be amended in any way that affects the Collateral Agent’s security interests in the Pledged Collateral, the Collateral Agent’s rights under this Agreement or the Pledgor’s rights in the Pledged Collateral. (h) The Pledgor will take no action, and will not permit the Issuer to take any action, that could cause any of the Pledged Collateral to constitute “"margin stock” " within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System. (i) Pledgor will take all actions necessary to insure that Lender has and continues to have in all relevant jurisdictions a duly and validly created, attached, perfected and enforceable first-priority security interest in the Pledged Collateral (including after-acquired Pledged Collateral) securing payment of the Secured Liabilities. Immediately upon acquiring rights in any Pledged Collateral, Pledgor will deliver possession of any Pledged Collateral to Lender or its designated agent to the extent Lender is required or permitted to perfect its interest in that Pledged Collateral by taking possession. (j) Pledgor will take all actions necessary for Lender to obtain and maintain "control" (within the meaning of sections 8-106 and 9-328 of the UCC as in effect on the date of this Agreement) of the Pledged Collateral. (k) Pledgor will use its best efforts in accordance with the organizational documents of each Issuer to cause that Issuer to take the actions and achieve the objectives set out in this Agreement, and Pledgor agrees that it will not take any action, or refuse to grant any consents, which would interfere with or impede the ability of that Issuer to take such actions or achieve such objectives. (l) Pledgor will not suffer to exist any lien upon the Pledged Collateral other than Lender’s lien. If foreclosure or enforcement of any lien upon any Pledged Collateral is at any time initiated, Lender will have the right, but not the obligation, to take any action it deems appropriate, including payment of the obligation secured by that lien, and each Pledgor will immediately upon demand reimburse Lender for all sums expended by Lender in taking any such action.

The Pledged Collateral. (a) The Each Pledgor will cause each applicable Issuer to keep and maintain, at its address indicated in Clause 6.3(aSubclause 6.3(c) (The Pledged Collateral) its corporate or limited liability company records and all records, documents and instruments constituting, relating to, or evidencing Pledged Collateral. The Each Pledgor agrees to cause each applicable Issuer to permit the Collateral Agent Security Trustee and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the those records and stock ledgers and to discuss matters relating to the any Issuer and its records directly with the Issuer’s officers and employeesemployees of such Issuer. (b) Except as expressly permitted by the Credit Agreement or this Agreement, the each Pledgor: (i) must maintain sole legal and beneficial ownership of the Pledged Collateral; (ii) must not permit any Pledged Collateral to be subject to any Lien other than the Collateral AgentSecurity Trustee’s security interest and other Permitted Security and must at all times warrant and defend the Collateral AgentSecurity Trustee’s security interest in the Pledged Collateral against all other Liens and claimants; (iii) must not sell, assign, transfer, pledge, license, lease or encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing; (iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Pledged Collateral; and (v) must not take any action which would result in a material reduction in the value of any Pledged Collateral. (c) The Each Pledgor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Pledged Collateral) all taxes, assessments and charges imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral; provided that such Pledgor shall not be required to pay any such tax, assessment, charge or claim which is being contested in good faith and by appropriate proceedings if it has maintained adequate reserves with respect thereto in accordance with generally accepted accounting principles. (d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral AgentSecurity Trustee’s security interest, the each Pledgor must take all lawful action to avoid impairment of the Collateral AgentSecurity Trustee’s security interest or the Collateral AgentSecurity Trustee’s rights under this Agreement or the imposition of a Lien on any of the Pledged Collateral. (e) Except for distributions permissible under clause 18.16 of the Credit Agreement and made in compliance with that clause, the Pledgor will not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any ownership interests in or securities of the Issuer now or later outstanding, or make any distribution of assets or property to its members as such[Intentionally omitted.] (f) The No Pledgor will not permit the any Issuer to cancel or change the terms of the Pledged InterestInterests, or authorize, create or issue any additional ownership interests interests, or any additional class or classes of ownership interests interests, in the Issuer Issuer, or to recharacterize or reclassify the existing interests. The No Pledgor will not effect or permit any change of control of the any Issuer. (g) The No Pledgor will not permit the certificate of formation or limited liability company agreement of the any Issuer to be amended in any way way: (i) that is inconsistent with the representations and warranties in Subclause 4.2(a) (Delivery of Certificates); or (ii) that affects the Collateral AgentSecurity Trustee’s security interests interest in the Pledged Collateral, the Collateral AgentSecurity Trustee’s rights under this Agreement or the such Pledgor’s rights in the Pledged Collateral. (h) The No Pledgor will take no any action, and will not or permit the any Issuer to take any action, that could cause any of the Pledged Collateral to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Pledgor will cause each Issuer to keep and maintain, at its address indicated in Clause 6.3(a) (The Pledged Collateral) its limited liability company records and all records, documents and instruments constituting, relating to, or evidencing Pledged Collateral. The Pledgor agrees to cause each Issuer to permit the Collateral Agent and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer and its records directly with the Issuer’s officers and employees. (b) Except as expressly permitted by the Credit Agreement or this Agreement, the Pledgor: (i) must maintain sole legal and beneficial ownership of the Pledged Collateral; (ii) must not permit any Pledged Collateral to be subject to any Lien other than the Collateral Agent’s security interest and must at all times warrant and defend the Collateral Agent’s security interest in the Pledged Collateral against all other Liens and claimants; (iii) must not sell, assign, transfer, pledge, license, lease or encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing; (iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Pledged Collateral; and (v) must not take any action which would result in a reduction in the value of any Pledged Collateral. (cb) The Pledgor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Pledged Collateral) all taxes, assessments and charges imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral. (dc) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral Agent’s security interest, the Pledgor must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien on any of the Pledged Collateral. (ed) Except for All cash dividends or other income or distributions permissible under clause 18.16 of paid or payable in relation to any Pledged Collateral must be paid to the Credit Agreement and made in compliance with that clause, Dividend Collateral Account. To achieve this the Pledgor will not permit must promptly execute any dividend mandate necessary to ensure that payment is made direct to the Issuer Dividend Collateral Account; however, if payment is made directly to make, declare, the Pledgor (or its nominee) the Pledgor (or that nominee) must promptly pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any ownership interests in or securities of that amount to the Issuer now or later outstanding, or make any distribution of assets or property to its members as suchDividend Collateral Account. (fe) The Pledgor will not permit the Issuer to cancel or change the terms of the Pledged InterestShares, or authorize, create or issue any additional ownership interests shares of capital stock or any additional class or classes of ownership interests in the Issuer or to recharacterize or reclassify the existing interestsIssuer. The Pledgor will not effect or permit any change of control of the Issuer. (f) Before this Security becomes enforceable, the Pledgor may, subject to the Credit Agreement, continue to exercise the voting rights, powers and other rights in respect of the Pledged Collateral. (g) The Pledgor will not permit the certificate of formation or limited liability company agreement of the Issuer must, immediately upon receipt, forward to be amended in any way that affects the Collateral Agent’s security interests Agent all material notices, correspondence and/or other communication it receives in the Pledged Collateral, the Collateral Agent’s rights under this Agreement or the Pledgor’s rights in relation to the Pledged Collateral. (h) After this Security has become enforceable, the Collateral Agent or its nominee may exercise or refrain from exercising: (i) any voting rights; and (ii) any other powers or rights which may be exercised by the legal or beneficial owner of any Pledged Collateral, any person who is the holder of any Pledged Collateral or otherwise, in each case, in the name of the Pledgor, the registered holder or otherwise and without any further consent or authority on the part of the Pledgor and irrespective of any direction given by the Pledgor. (i) If any Pledged Collateral remains registered in the name of the Pledgor, the Pledgor irrevocably appoints the Collateral Agent or its nominee as its proxy to exercise all voting rights in respect of such Pledged Collateral at any time after this Security has become enforceable. (j) The Pledgor will take no action, and will not permit must indemnify the Issuer to take Collateral Agent against any action, that could cause any loss or liability incurred by the Collateral Agent as a consequence of the Collateral Agent acting in respect of the Pledged Collateral to constitute “margin stock” within at the meaning of Regulation U or X issued by the Board of Governors direction of the United States Federal Reserve SystemPledgor, except to the extent any such loss or liability is attributable to the Collateral Agent’s gross negligence or willful misconduct.

The Pledged Collateral. (a) The Pledgor will shall cause each Issuer the Issuers to keep and maintain, at its address their respective addresses indicated in Clause 6.3(a5.3(a) (The Pledged Collateral) its limited liability company their respective corporate records and all of their respective records, documents and instruments constituting, relating to, or evidencing the applicable Pledged Collateral. The Pledgor agrees to cause each Issuer the Issuers to permit the Collateral Agent and its agents and representatives representatives, at mutually agreed times during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer Issuers and its records directly with the Issuer’s Issuers’ officers and employees. (b) Except as expressly permitted by the Credit Agreement Indenture or this Agreement, the Pledgor: (i) must shall maintain sole legal and beneficial ownership of the Pledged Collateral; (ii) must shall not permit any Pledged Collateral to be subject to any Lien other than the Collateral Agent’s security interest and must other Permitted Liens and shall at all times warrant and defend the Collateral Agent’s security interest in the Pledged Collateral against all other Liens (other than Permitted Liens) and claimants; (iii) must shall not sell, assign, transfer, pledge, license, lease or further encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing;; and (iv) must shall not waive, amend or terminate, in whole or in part, any material accessory or ancillary right or other right in respect of any Pledged Collateral; and (v) must not take any action which would result in a reduction in the value of any Pledged Collateral. (c) The Pledgor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Pledged Collateral) shall pay, prior to delinquency, all material taxes, assessments and charges governmental levies imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral, including claims for labor, materials and supplies, in each case, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Collateral Agent. (d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral Agent’s security interest, the Pledgor must shall take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted Liens) on any of the Pledged Collateral. (e) Except for distributions permissible under clause 18.16 of as permitted by the Credit Agreement and made in compliance with that clauseIndenture or this Agreement, the Pledgor will shall not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any ownership interests in or securities of the Issuer now or later outstanding, or make any distribution of assets or property to its members as such. (f) The Pledgor will not permit the either Issuer to cancel or change the terms of the Pledged InterestEquity Interests, or authorize, create or issue any additional shares of capital stock or ownership interests in either Issuer; provided that the Pledgor may convert Vector Tobacco from a corporation to a limited liability company so long as (1) the Issuer gives the Collateral Agent at least 10 days prior written notice of such conversion, (2) the resulting limited liability company is formed under the laws of a State in the United States, (3) the limited liability company or any additional class operating agreement of the resulting limited liability company expressly provides that all equity interests in such resulting limited liability company are “securities” under Article 8 of the UCC and are represented by certificates, (4) promptly following such conversion the Pledgor delivers to the Collateral Agent in New York certificates representing all membership or classes of other equity or ownership interests in the converted entity, together with stock powers or the equivalent executed by the Pledgor in blank and in form and substance reasonably satisfactory to the Collateral Agent, (5) the Issuer agrees, in documentation reasonably satisfactory to the Collateral Agent, that such equity interests are subject to the Collateral Agent’s security interest and to the terms of this Agreement, and (6) an appropriate financing statement or amendment to recharacterize or reclassify the existing interestsfinancing statement is promptly filed in the appropriate office or offices, so as to perfect and/or continue to perfect the Collateral Agent’s security interest. The Pledgor will shall ensure that at all times the operating agreement of Xxxxxxx Group provides that all equity interests in Xxxxxxx Group are “securities” under Article 8 of the UCC and are represented by certificates. The Pledgor shall not effect or permit any change of control of either Issuer, except as permitted by the IssuerIndenture. (gf) The Pledgor will not permit the certificate of formation or limited liability company agreement of the Issuer to be amended in any way that affects the Collateral Agent’s security interests in the Pledged Collateral, the Collateral Agent’s rights under this Agreement or the Pledgor’s rights in the Pledged Collateral. (h) The Pledgor will shall take no action, and will shall not permit the either Issuer to take any action, that could cause any of the Pledged Collateral to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Pledgor will shall cause each Issuer the Issuers to keep and maintain, at its address their respective addresses indicated in Clause 6.3(a5.3 (a) (The Pledged Collateral) its limited liability company their respective corporate records and all of their respective records, documents and instruments constituting, relating to, or evidencing the applicable Pledged Collateral. The Pledgor agrees to cause each Issuer the Issuers to permit the Collateral Agent and its agents and representatives representatives, at mutually agreed times during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer Issuers and its records directly with the Issuer’s Issuers’ officers and employees. (b) Except as expressly permitted by the Credit Agreement Indenture or this Agreement, the Pledgor: : (i) must shall maintain sole legal and beneficial ownership of the Pledged Collateral; ; (ii) must shall not permit any Pledged Collateral to be subject to any Lien other than the Collateral Agent’s security interest and must other Permitted Liens and shall at all times warrant and defend the Collateral Agent’s security interest in the Pledged Collateral against all other Liens (other than Permitted Liens) and claimants; ; (iii) must shall not sell, assign, transfer, pledge, license, lease or further encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing; ; and (iv) must shall not waive, amend or terminate, in whole or in part, any material accessory or ancillary right or other right in respect of any Pledged Collateral; and (v) must not take any action which would result in a reduction in the value of any Pledged Collateral. (c) The Pledgor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Pledged Collateral) shall pay, prior to delinquency, all material taxes, assessments and charges governmental levies imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral, including claims for labor, materials and supplies, in each case, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Collateral Agent. (d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral Agent’s security interest, the Pledgor must shall take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted Liens) on any of the Pledged Collateral. (e) Except for distributions permissible under clause 18.16 of as permitted by the Credit Agreement and made in compliance with that clauseIndenture or this Agreement, the Pledgor will shall not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any ownership interests in or securities of the Issuer now or later outstanding, or make any distribution of assets or property to its members as such. (f) The Pledgor will not permit the either Issuer to cancel or change the terms of the Pledged InterestEquity Interests, or authorize, create or issue any additional ownership interests shares of capital stock or any additional class or classes of ownership interests in either Issuer; provided that the Issuer or to recharacterize or reclassify the existing interests. The Pledgor will not effect or permit any change of control of the Issuer.may convert Vector Tobacco (gf) The Pledgor will not permit the certificate of formation or limited liability company agreement of the Issuer to be amended in any way that affects the Collateral Agent’s security interests in the Pledged Collateral, the Collateral Agent’s rights under this Agreement or the Pledgor’s rights in the Pledged Collateral. (h) The Pledgor will shall take no action, and will shall not permit the either Issuer to take any action, that could cause any of the Pledged Collateral to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Pledgor will cause each Issuer the Issuers to keep and maintain, at its address their respective addresses indicated in Clause 6.3(a5.3(a) (The Pledged Collateral) its limited liability company their respective corporate records and all records, documents and instruments constituting, relating to, or evidencing Pledged Collateral. The Pledgor agrees to cause each Issuer the Issuers to permit the Collateral Agent and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer Issuers and its records directly with the Issuer’s Issuers’ officers and employees. (b) Except as expressly permitted by the Credit Agreement Indenture or this Agreement, the Pledgor: (i) must maintain sole legal and beneficial ownership of the Pledged Collateral; (ii) must not permit any Pledged Collateral to be subject to any Lien other than the Collateral Agent’s security interest and must at all times warrant and defend the Collateral Agent’s security interest in the Pledged Collateral against all other Liens and claimants; (iii) must not sell, assign, transfer, pledge, license, lease or encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing; (iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Pledged Collateral; and (v) must not take any action which would result in a reduction in the value of any Pledged Collateral. (c) The Pledgor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Pledged Collateral) all taxes, assessments and charges imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral. (d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral Agent’s security interest, the Pledgor must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien on any of the Pledged Collateral. (e) Except for distributions permissible under clause 18.16 of the Credit Agreement and made in compliance with that clause, the Pledgor will not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any ownership interests in or securities of the Issuer now or later outstanding, or make any distribution of assets or property to its members as such. (f) The Pledgor will not permit the either Issuer to cancel or change the terms of the Pledged InterestEquity Interests, or authorize, create or issue any additional shares of capital stock or ownership interests in either Issuer; provided that the Pledgor may convert Vector Tobacco from a corporation to a limited liability company so long as (1) the Issuer gives the Collateral Agent at least 30 days prior written notice of such conversion, (2) the resulting limited liability company is formed under the laws of a State in the United States, (3) the limited liability company or any additional class operating agreement of the resulting limited liability company expressly provides that all equity interests in such resulting limited liability company are “securities” under Article 8 of the UCC and are represented by certificates, (4) contemporaneously with such conversion the Issuer delivers to the Collateral Agent in New York certificates representing all membership or classes of other equity or ownership interests in the converted entity, together with stock powers or the equivalent executed by the Issuer in blank and in form and substance satisfactory to the Collateral Agent, (5) the Issuer agrees, in documentation satisfactory to the Collateral Agent in its sole discretion, that such equity interests are subject to the Collateral Agent’s security interest and to the terms of this Agreement, (6) an appropriate financing statement or amendment to recharacterize or reclassify the existing financing statement is promptly filed in the appropriate office or offices, so as to perfect and/or continue to perfect the Collateral Agent’s security interest and (7) the Issuer must have delivered to the Collateral Agent a legal opinion, from outside counsel satisfactory to the Collateral Agent and in form and substance satisfactory to the Collateral Agent, that the Collateral Agent has a perfected first-priority security interest in such new equity interests. The Pledgor will ensure that at all times the operating agreement of Lxxxxxx Group provides that all equity interests in Lxxxxxx Group are “securities” under Article 8 of the UCC and are represented by certificates. The Pledgor will not effect or permit any change of control of the either Issuer. (g) The Pledgor will not permit the certificate of formation or limited liability company agreement of the Issuer to be amended in any way that affects the Collateral Agent’s security interests in the Pledged Collateral, the Collateral Agent’s rights under this Agreement or the Pledgor’s rights in the Pledged Collateral. (hf) The Pledgor will take no action, and will not permit the either Issuer to take any action, that could cause any of the Pledged Collateral to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.

The Pledged Collateral. (a) The Pledgor will cause each Issuer the Issuers to keep and maintain, at its address their respective addresses indicated in Clause 6.3(a5.3(a) (The Pledged Collateral) its limited liability company their respective corporate records and all records, documents and instruments constituting, relating to, or evidencing Pledged Collateral. The Pledgor agrees to cause each Issuer the Issuers to permit the Collateral Agent and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer Issuers and its records directly with the Issuer’s Issuers’ officers and employees. (b) Except as expressly permitted by the Credit Agreement Indenture or this Agreement, the Pledgor: (i) must maintain sole legal and beneficial ownership of the Pledged Collateral; (ii) must not permit any Pledged Collateral to be subject to any Lien other than the Collateral Agent’s security interest and must at all times warrant and defend the Collateral Agent’s security interest in the Pledged Collateral against all other Liens and claimants; (iii) must not sell, assign, transfer, pledge, license, lease or encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing; (iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Pledged Collateral; and (v) must not take any action which would result in a reduction in the value of any Pledged Collateral. (c) The Pledgor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Pledged Collateral) all taxes, assessments and charges imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral. (d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral Agent’s security interest, the Pledgor must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted Liens (as defined in the Indenture)) on any of the Pledged Collateral. (e) Except for distributions permissible under clause 18.16 of the Credit Agreement and made in compliance with that clause, the Pledgor will not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any ownership interests in or securities of the Issuer now or later outstanding, or make any distribution of assets or property to its members as such. (f) The Pledgor will not permit the either Issuer to cancel or change the terms of the Pledged InterestEquity Interests, or authorize, create or issue any additional shares of capital stock or ownership interests in either Issuer; provided that the Pledgor may convert Vector Tobacco from a corporation to a limited liability company so long as (1) the Issuer gives the Collateral Agent at least 30 days prior written notice of such conversion, (2) the resulting limited liability company is formed under the laws of a State in the United States, (3) the limited liability company or any additional class operating agreement of the resulting limited liability company expressly provides that all equity interests in such resulting limited liability company are “securities” under Article 8 of the UCC and are represented by certificates, (4) contemporaneously with such conversion the Issuer delivers to the Collateral Agent in New York certificates representing all membership or classes of other equity or ownership interests in the converted entity, together with stock powers or the equivalent executed by the Issuer in blank and in form and substance satisfactory to the Collateral Agent, (5) the Issuer agrees, in documentation satisfactory to the Collateral Agent, that such equity interests are subject to the Collateral Agent’s security interest and to the terms of this Agreement, (6) an appropriate financing statement or amendment to recharacterize or reclassify the existing financing statement is promptly filed in the appropriate office or offices, so as to perfect and/or continue to perfect the Collateral Agent’s security interest and (7) the Issuer must have delivered to the Collateral Agent a legal opinion, from outside counsel satisfactory to the Collateral Agent and in form and substance satisfactory to the Collateral Agent, that the Collateral Agent has a perfected first-priority security interest in such new equity interests. The Pledgor will ensure that at all times the operating agreement of Xxxxxxx Group provides that all equity interests in Xxxxxxx Group are “securities” under Article 8 of the UCC and are represented by certificates. The Pledgor will not effect or permit any change of control of the either Issuer. (g) The Pledgor will not permit the certificate of formation or limited liability company agreement of the Issuer to be amended in any way that affects the Collateral Agent’s security interests in the Pledged Collateral, the Collateral Agent’s rights under this Agreement or the Pledgor’s rights in the Pledged Collateral. (hf) The Pledgor will take no action, and will not permit the either Issuer to take any action, that could cause any of the Pledged Collateral to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.