Common use of Covenants of Each Pledgor Clause in Contracts

Covenants of Each Pledgor. During the term of this Agreement: (a) No Pledgor shall sell, assign, transfer, hypothecate, or otherwise dispose of, grant an option or other right with respect to, or mortgage, pledge or otherwise encumber his Shares or any interest therein, or contract to do any of the foregoing. (b) No Pledgor shall take any action with respect to his Shares that is inconsistent with the provisions or purpose of this Agreement or that would adversely affect the rights of Secured Parties or the Collateral Agent under this Agreement. Without limiting the foregoing, (i) each Pledgor agrees to the maximum extent permitted by applicable law that following the occurrence and during the continuance of an Event of Default he will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of any or all of the Shares or the possession thereof by any purchaser at any sale hereunder, and such Pledgor waives the benefit of all such laws to the extent he lawfully may do so, and (ii) each Pledgor agrees that he will not interfere with any right, power and remedy of the Collateral Agent or the Secured Parties provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Collateral Agent or the Secured Parties of any one or more of such rights, powers or remedies. (c) Each Pledgor will, at his expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Secured Parties or the Collateral Agent from time to time may reasonably request in order to ensure to the Secured Parties the benefit of the Security Interest in and to the Shares intended to be created by this Agreement, including the filing of any necessary financing statements, which may be filed by the Collateral Agent or any Secured Party with or (to the extent permitted by law) without the signature of such Pledgor, and will cooperate with the Secured Parties and the Collateral Agent, at such Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with the Security Interest or any sale or transfer of the Shares. (d) Each Pledgor will defend the title to his Shares and the Security Interest of the Secured Parties in his Shares against the claim of any person or entity, and will maintain and preserve such Security Interest.

Covenants of Each Pledgor. During the term of this Agreement4.1 Each Pledgor hereby covenants and agrees as follows: (a) No Except as permitted under the Credit Agreement, such Pledgor shall sellwill not amend, assignterminate, transferrescind, hypothecatesupplement or otherwise modify the Organizational Documents, or otherwise dispose of, grant an option or other right with respect to, or mortgage, pledge or otherwise encumber his Shares or waive any interest therein, or contract to do any of the foregoingrights thereunder. (b) No Pledgor shall Pledgors will take any action with respect no action, and will cause the Pledged Entities to his Shares that is inconsistent with take no action, which would cause the provisions or purpose exercise of this Agreement or that would adversely affect the rights of Secured Parties or remedies by the Collateral Agent under this Agreement. Without limiting the foregoing, (i) each Pledgor agrees explicitly contemplated hereunder to the maximum extent permitted by applicable law that following the occurrence and during the continuance of an Event of Default he will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreementviolate, or to require that any filing, registration or other act be taken with respect to, any Securities Law. (c) Without the absolute sale of any or all of the Shares or the possession thereof by any purchaser at any sale hereunder, and such Pledgor waives the benefit of all such laws to the extent he lawfully may do so, and (ii) each Pledgor agrees that he will not interfere with any right, power and remedy prior written consent of the Collateral Agent Agent, which consent may be granted or withheld in the Secured Parties Collateral Agent’s sole and absolute discretion, such Pledgor shall not, except as expressly provided for in this Agreement or now or hereafter existing at law herein or in equity the Credit Agreement (or by statute or otherwise, or the exercise or beginning of the exercise as otherwise approved by the Collateral Agent or the Secured Parties Lenders in accordance with the Credit Agreement), either directly or indirectly mortgage, sell, give to a third party or otherwise dispose of, or hypothecate, pledge, create a security interest in or Lien upon, or otherwise encumber, give, or place in trust, any of the Pledged Interests, or any one or more other Collateral owned by such Pledgor, until the Release Conditions have been satisfied in full (which undertaking, however, shall remain subject to the preferential payment provisions of such rights, powers or remediesSection 7.5(d) hereof). (cd) Each Except as permitted by the Credit Agreement, such Pledgor willshall, at his expensesuch Pledgor’s cost, maintain the portion of the Collateral owned by such Pledgor and shall defend, at such Pledgor’s cost, the Collateral Agent’s security interest in and to the Pledged Interests or any other Collateral as applicable, against all Persons and against all claims and demands whatsoever. (e) Except as expressly provided in the Credit Agreement, without the prior written consent of the Collateral Agent, at no time shall any Pledgor cause or allow any Pledged Entity (nor, without limiting the foregoing, shall any Pledgor vote to enable, or take any other action to permit, such Pledged Entity) to: (i) make any Distribution under any of the Organizational Documents or otherwise, or purchase or redeem or obligate itself to purchase or redeem any Pledged Interests in violation of this Agreement or any of the other Credit Documents; or (ii) redeem or cancel any Pledged Interests or issue or authorize to be issued any additional Pledged Interests; or (iii) breach any of the covenants or obligations relating to (x) any Pledgor under this Agreement or (y) any Pledgor or the Pledged Entities under the Credit Agreement or any other Credit Document. (f) Upon the occurrence and during the continuation of an Event of Default, all Proceeds received by such Pledgor shall be promptly executedelivered to the Collateral Agent, acknowledge in the same form as received, with the addition only of such endorsements and deliver all assignments as may be necessary to transfer title to the Collateral Agent, and pending such instruments delivery, such Proceeds shall be held in trust for the Collateral Agent; and take all such actions Proceeds shall be applied to the obligations secured hereby in such order as the Secured Parties or the Collateral Agent shall elect in its sole discretion. (g) Such Pledgor authorizes the Collateral Agent, at the expense of such Pledgor, at any time and from time to time may reasonably request in order to ensure to the Secured Parties the benefit of the Security Interest in and to the Shares intended to be created by this Agreement, including the filing of file any necessary initial financing statements, which may be filed by the Collateral Agent or any Secured Party amendments thereto and continuation statements, with or (to the extent permitted by law) without the signature of such Pledgor, and will cooperate with the Secured Parties and containing such description of collateral, as deemed necessary or advisable by the Collateral AgentAgent to perfect its security interest in the Collateral. Such Pledgor hereby ratifies its authorization for the Collateral Agent to have filed any initial financing statements, at amendments thereto or continuation statements if filed prior to the date of this Agreement. Such Pledgor will sign and deliver any financing statements and other documents and information, and perform such Pledgor’s expenseother acts, as the Collateral Agent deems necessary or desirable from time to time to establish and maintain in obtaining favor of the Collateral Agent a valid and perfected security interest in the Collateral, free of all other Liens, encumbrances, security interests and claims other than Qualified Permitted Liens. Such Pledgor shall also furnish to the Collateral Agent all certificates or other instruments and papers evidencing or constituting any of the Collateral, together with appropriate endorsements and assignments and any information relating thereto, and shall do anything the Collateral Agent may reasonably deem necessary approvals or desirable from time to time to establish a valid security interest in and making to further protect and perfect its interests in the Collateral. (h) To the extent payable pursuant to Section 10.2 of the Credit Agreement, such Pledgor upon demand shall pay to the Collateral Agent the amount of any and all necessary filings under federalexpenses, stateincluding the reasonable fees and disbursements of counsel and of any experts and agents, local or foreign law which the Collateral Agent may incur in connection with (i) the Security Interest custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any sale or transfer of the SharesCollateral; (ii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder; or (iii) the failure by any Pledgor to perform or observe any of the provisions hereof. (di) Each In no event shall any Pledgor will defend do or authorize to be done, or omit to do or authorize the title omission of, any act or thing, the doing or omission of which, would impair the validity, enforceability, perfection or priority (subject to his Shares and Qualified Permitted Liens)of the Security Interest security interests granted herein except with respect to Collateral that is released in accordance with Section 9.8(a) of the Secured Parties in his Shares against the claim of any person or entity, and will maintain and preserve such Security InterestCredit Agreement.

Covenants of Each Pledgor. During Each Pledgor covenants and agrees with the term Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding and the Commitments shall have terminated, or (ii) as to any Pledgor the date upon which all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of in accordance with the terms of the Credit Agreement: (a) No 5.3.1 If such Pledgor shall become entitled to receive or shall receive any 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), option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall, except as otherwise permitted by subsection 8.9(m) of the Credit Agreement, accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed 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 (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary or any Foreign Subsidiary Holdco pursuant to this Agreement, in each case, to the extent that the Parent Borrower's Obligations are secured by such pledge). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of a Borrower in accordance with the Credit Agreement) 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 distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations. 5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to the Credit Agreement and the Indentures, or as permitted by the Credit Agreement) (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, hypothecateexchange, or otherwise dispose of, or grant an any option or other right with respect to, the Pledged Securities or mortgageProceeds thereof, pledge (iii) create, incur or otherwise encumber his Shares permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or contract Liens arising by operation of law or (iv) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent to do sell, assign or transfer any of the foregoingPledged Securities or Proceeds thereof. (b) No 5.3.3 Such Pledgor shall take any action with respect to his Shares that is inconsistent with maintain the provisions or purpose of security interest created by this Agreement or that would adversely affect in such Pledgor's Pledged Collateral as a perfected security interest having at least the rights priority described in Section 4.3.5 and shall defend such security interest against the claims and demands of Secured Parties or the Collateral Agent under this Agreementall Persons whomsoever. Without limiting the foregoing, (i) each Pledgor agrees to the maximum extent permitted by applicable law that following the occurrence and during the continuance of an Event of Default he will not at At any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of any or all of the Shares or the possession thereof by any purchaser at any sale hereunder, and such Pledgor waives the benefit of all such laws to the extent he lawfully may do so, and (ii) each Pledgor agrees that he will not interfere with any right, power and remedy of the Collateral Agent or the Secured Parties provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Collateral Agent or the Secured Parties of any one or more of such rights, powers or remedies. (c) Each Pledgor will, at his expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Secured Parties or the Collateral Agent from time to time may reasonably time, upon the written request in order to ensure to the Secured Parties the benefit of the Security Interest in Administrative Agent, and to at the Shares intended to be created by this Agreement, including the filing of any necessary financing statements, which may be filed by the Collateral Agent or any Secured Party with or (to the extent permitted by law) without the signature sole expense of such Pledgor, such Pledgor will promptly and will cooperate with duly execute and deliver such further instruments and documents and take such further actions as the Secured Parties Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the Collateral Agent, at rights and powers herein granted by such Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with the Security Interest or any sale or transfer of the Shares. (d) Each Pledgor will defend the title to his Shares and the Security Interest of the Secured Parties in his Shares against the claim of any person or entity, and will maintain and preserve such Security Interest.

Covenants of Each Pledgor. During Each Pledgor covenants and agrees with the term Co-Agents and the other Secured Parties that, from and after the date of this AgreementAgreement until the Senior Secured Notes and all Secured Obligations then due and owing shall have beep paid in full: (a) No If such Pledgor shall sellbecome entitled to receive or shall receive any stock certificate (including, assignwithout limitation, transferany certificate representing a stock dividend or a distribution in connection with any reclassification, hypothecateincrease or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether m addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise dispose ofin respect thereof, grant such Pledgor shall accept the same as the agent of the Co-Agents and the other Secured Parties, hold the same in trust for the Co-Agents and deliver the same forthwith to the Administrative Agent, as agent for the Secured Parties pursuant to the terms of the Intercreditor Agreement, or the Co-Agents, in the exact form received, duly indorsed by such Pledgor to the Administrative Agent or the Co-Agents, as the case may be, if required, together with an option undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent or other right the Co-Agents, as the case may be, so requests, signature guaranteed, to be held by the Administrative Agent or the Co-Agents, as the case may be, subject to the terms hereof (and of the Intercreditor Agreement, as applicable), as additional security for the Secured Obligations; provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Company in accordance with the Note Purchase Agreement) shall be paid over to the Administrative Agent or the Co-Agents, as the case may be, to be held by it hereunder as additional security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to, to the Pledged Stock pursuant to the recapitalization or mortgage, pledge or otherwise encumber his Shares or any interest therein, or contract to do any reclassification of the foregoingcapital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Co-Agents, be delivered to the Administrative Agent or the Co-Agents, as the case may be, to be held thereby hereunder as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is so paid or so delivered, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, is additional collateral security for the Secured Obligations. (b) No Pledgor shall take any action with respect to his Shares that is inconsistent with Without the provisions or purpose prior written consent of this Agreement or that would adversely affect the rights of Secured Parties Administrative Agent or the Collateral Agent under this Co-Agents, as the case may be, such Pledgor will not (except pursuant to a transaction permitted by the Note Purchase Agreement. Without limiting the foregoing, ) (i) each Pledgor agrees vote to the maximum extent permitted by applicable law that following the occurrence and during the continuance of an Event of Default he will not at any time pleadenable, claim or take the benefit any other action to permit, any Issuer to issue any stock or other equity securities of any appraisal, valuation, stay, extension, moratorium nature or redemption law now to issue any other securities convertible into or hereafter in force in order granting the right to prevent purchase or delay the enforcement exchange for any stock or other equity securities of this Agreement, or the absolute sale of any or all of the Shares or the possession thereof by any purchaser at any sale hereunder, and such Pledgor waives the benefit of all such laws to the extent he lawfully may do so, and (ii) each Pledgor agrees that he will not interfere with any right, power and remedy of the Collateral Agent or the Secured Parties provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Collateral Agent or the Secured Parties of any one or more of such rights, powers or remedies. (c) Each Pledgor will, at his expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Secured Parties or the Collateral Agent from time to time may reasonably request in order to ensure to the Secured Parties the benefit of the Security Interest in and to the Shares intended to be created by this Agreement, including the filing of any necessary financing statements, which may be filed by the Collateral Agent or any Secured Party with or (to the extent permitted by law) without the signature of such Pledgor, and will cooperate with the Secured Parties and the Collateral Agent, at such Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with the Security Interest or any sale or transfer of the Shares. (d) Each Pledgor will defend the title to his Shares and the Security Interest of the Secured Parties in his Shares against the claim of any person or entity, and will maintain and preserve such Security Interest.any