Common use of Covenants of Pledgor Clause in Contracts

Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretion: (a) To permit Pledgee, or its representatives, upon reasonable notice given by Pledgee, to review the books and records of the entity in which an Interest is held by Pledgor. (b) Within thirty (30) days following the close of each monthly accounting period and within sixty (60) days following the close of each fiscal year, Pledgor will provide Pledgee with copies of the entities’ (in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practices. (c) Pledgor will not consent to allow the entity in which an Interest is held by Pledgor, directly or indirectly, to sell, transfer, or otherwise dispose of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entity. (d) Pledgor will use Pledgor’s best efforts to cause the entity in which an Interest is held by Pledgor to maintain, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damage. (e) Pledgor will use its best efforts to cause the entity in which an Interest is held by Pledgor to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made therefor. (f) Pledgor shall at no time cause or permit the transfer or conveyance, in any manner, of the Interest or any of the Collateral to any party or entity. (g) Pledgor will defend Pledgee’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons or entities. (h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunder; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.

Covenants of Pledgor. Pledgor hereby covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretionfollows: (a) To permit Pledgeedo or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral, or and to defend, at its representativessole expense, upon reasonable notice given by Pledgee, the title to review the books Collateral and records any part of the entity in which an Interest is held by Pledgor.Collateral; (b) Within thirty (30) days following To cooperate fully with Agent’s efforts to preserve the close of each monthly accounting period Collateral and within sixty (60) days following to take such actions to preserve the close of each fiscal year, Pledgor will provide Pledgee with copies of the entities’ (Collateral as Agent may in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practices.good faith direct; (c) Pledgor will not consent To cause Company to allow the entity maintain proper books of record and account in which an Interest is held by Pledgorfull, directly or indirectly, to sell, transfer, or otherwise dispose true and correct entries are made of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, dealings and transactions in relation to consolidate with, merge, or liquidate into such entity.the Collateral; (d) Pledgor will use To deliver and deposit with the Agent immediately upon the execution and delivery of this Agreement in pledge, all of such Pledgor’s best efforts certificates, instruments or other documents comprising or evidencing the Ownership Interests or other Collateral, and to cause execute and deliver to Agent one or more transfer powers, substantially in the entity form of Schedule III attached hereto or otherwise in form and content satisfactory to Agent, pursuant to which an Interest is Pledgor assigns, in blank, all Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Pledgor to maintain, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage Agent as part of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damageCollateral. (e) Pledgor will use its best efforts To deliver immediately to cause Agent any certificates that may be issued following the entity in date of this Agreement representing the Ownership Interests or other Collateral, and to execute and deliver to Agent one or more Transfer Powers, which an Interest is such Transfer Powers shall be held by Pledgor to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any Agent as part of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made therefor.Collateral; (f) Pledgor shall at no To execute and deliver to Agent such financing statements as Agent may request with respect to the Ownership Interests, and to take such other steps as Agent may from time cause to time reasonably request to perfect Agent’s security interest in the Ownership Interests under applicable law; (g) Not to sell, discount, allow credits or permit allowances, assign, extend the time for payment on, convey, lease, assign, transfer or conveyanceotherwise dispose of the Collateral or any part of the Collateral, except for Permitted Liens (as defined in the Credit Agreement); (h) After an Event of Default under the Financing Documents (including but not limited to this Agreement), not to receive any dividend or distribution or other benefit with respect to Company, and not to vote, consent, waive or ratify any action taken, that would in any manner, such case violate or be inconsistent with any of the Interest terms and provisions of this Agreement, or any of the Financing Documents or that would materially impair the position or interest of Agent in the Collateral or dilute the Ownership Interests pledged to Agent under this Agreement; (i) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Collateral, other than liens in favor of Agent, for its benefit and the benefit of the Lenders, and except for other Permitted Liens (as defined in the Credit Agreement); (j) That Pledgor will, upon obtaining ownership of any other Ownership Interests otherwise required to be pledged to Agent, for its benefit and the benefit of the Lenders, pursuant to any party or entity.of the Financing Documents, which Ownership Interests are not already Pledged Interests, within ten (10) Business Days deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such additional Ownership Interests pursuant to which Pledgor shall pledge to Agent, for its benefit and the benefit of the Lenders, all of such additional Ownership Interests. Prior to the delivery thereof to Agent, all such additional Ownership Interests shall be held by Pledgor separate and apart from its other property and in express trust for Agent, for its benefit and the benefit of the Lenders; (gk) That Pledgor will defend Pledgee’s right, title and security interest in and consents to the Collateral admission of Agent (and the proceeds thereof against the claims and demands its assigns or designee) as a member, partner or stockholder of all persons or entities. (h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at Company upon Agent’s acquisition of any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunderOwnership Interests; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.and

Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with Pledgors hereby agree (a) — to do all acts that may be necessary to maintain, preserve and protect the Collateral; (hb) below, by exercising Pledgor’s voting rights and management rights not to use or permit any Collateral to be used unlawfully or in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretion: (a) To permit Pledgeeviolation of any provision of the Loan Documents, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting any Collateral; (d) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its representatives, upon reasonable notice given by Pledgee, security interest hereunder and the priority thereof; (e) to review appear in and defend any action or proceeding which may affect their title to or Secured Party’s interest in the books Collateral; (f) to keep accurate and complete records of the entity in which an Interest is held by Pledgor. (b) Within thirty (30) days following the close of each monthly accounting period Collateral and within sixty (60) days following the close of each fiscal year, Pledgor will to provide Pledgee with copies of the entities’ (in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent Secured Party with such entities’ past practices. records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (cg) Pledgor will not consent to allow the entity in which an Interest is held by Pledgorsurrender or lose possession of (other than to Secured Party), directly or indirectly, to sell, transferencumber, lease, rent, or otherwise dispose of all or substantially all transfer any Collateral or right or interest therein except for transfers from one Borrower to another Borrower or, provided that Guarantor shall have theretofore executed and delivered a pledge agreement in the form of its properties or assetsthis Pledge Agreement to Secured Party, for any transfers from any Borrower to Guarantor, or consolidate withexcept as hereinafter provided, merge or liquidate into, any other corporation or entity, or permit any other corporation or entityand, to consolidate with, merge, or liquidate into such entity. (d) Pledgor will use Pledgor’s best efforts to cause keep the entity in which an Interest is held by Pledgor to maintain, with financially sound Collateral free of all levies and reputable insurers, insurance with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damage. (e) Pledgor will use its best efforts to cause the entity in which an Interest is held by Pledgor to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale security interests or other similar proceedings have been commenced, no such charge need be paid if contested liens or charges except those approved in good faith and writing by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made therefor. (f) Pledgor shall at no time cause or permit the transfer or conveyance, in any manner, of the Interest or any of the Collateral to any party or entity. (g) Pledgor will defend Pledgee’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons or entities. Secured Party; (h) Pledgor shall execute to account fully for and promptly deliver or cause to be executed and delivered to Pledgee nowSecured Party, and at any time or times hereafter at in the request of Pledgeeform received, all documents, instrumentsinstruments and agreements, letters including, without limitation, stock certificates, constituting Collateral hereunder and appropriate stock transfer powers endorsed in blank or to Secured Party; and (i) to account fully for and to promptly deliver to Secured Party all proceeds of directionthe Collateral received, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates endorsed to Secured Party as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreementappropriate, and until so delivered all proceeds shall be held by Pledgors in order to consummate fully trust for Secured Party, separate from all other property of Pledgors and identified as the transactions contemplated hereunder; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name property of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such requestSecured Party.

Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee agrees, until the Guaranty Obligations have been paid and performed in full or until Pledgor’s Guaranty Obligations under this Pledge Agreement have been otherwise terminated pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) Section 18 below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretionthat: (a) To permit PledgeeWithout the prior written consent of the Requisite Banks, Pledgor shall not sell, assign, transfer, pledge, or its representatives, upon reasonable notice given by Pledgee, otherwise encumber any of Pledgor’s rights in or to review the books and records of Pledged Collateral or the entity in which an Interest is held by PledgorTransferred Assets or any unpaid dividends or other distributions or payments with respect thereto or ▇▇▇▇▇ ▇ ▇▇▇▇ therein. (b) Within thirty (30) days following Pledgor shall, at Pledgor’s own expense, promptly execute, acknowledge, and deliver all such instruments and take all such action, and cause TEM to take all such action, as Banks and Agent from time to time may reasonably request in order to ensure to Banks and Agent the close of each monthly accounting period and within sixty (60) days following the close of each fiscal year, Pledgor will provide Pledgee with copies benefits of the entities’ (Lien in which an Interest is held and to the Pledged Collateral intended to be created by Pledgor) financial statements showing this Pledge Agreement and to effect the results of operations for such period and a balance sheet as payment or transfer of the last day of such period. Such financial statements shall be the same as those used by the entities’ management Transferred Assets to Banks and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practicesAgent. (c) Pledgor will not consent shall maintain, preserve and defend the title to allow the entity Pledged Collateral and the Lien of Banks and Agent thereon and Banks’ and Agent’s rights in which an Interest is held by Pledgor, directly or indirectly, and to sell, transfer, or otherwise dispose the Transferred Assets against the claim of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entityPerson. (d) Pledgor will use Pledgor’s best efforts to cause the entity in shall, upon obtaining any additional preference shares of TEM or TL which an Interest is held by Pledgor to maintainare not already Pledged Collateral, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated promptly (and in amounts of not less than any event within three (3) Business Days), deliver to the full replacement value for property damageAgent or its designated bailee the certificates representing the additional preference shares which are to be pledged pursuant to this Pledge Agreement. (e) The Pledgor will use its best efforts not take any action which would cause either TEM or TL to cause issue any preference shares (in the entity case of TL), any additional preference shares (in which an Interest is held by Pledgor to pay the case of TEM) or cause to be paid any other class of shares without the prior written consent of the Agent and all taxes, assessments and other governmental charges levied upon any of its properties or assets or Banks in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made thereforeach instance. (f) The Pledgor shall at no time cause will not amend or permit consent to any amendment to the transfer memorandum of continuance or conveyancethe memorandum of association, in any manneras applicable, or bye-laws of TEM or TL without the prior written consent of the Interest or any of the Collateral to any party or entityAgent and all Banks in each instance. (g) Pledgor will defend Pledgee’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons or entities. (h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunder; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.

Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an the Interest is held by Pledgor to conform with (a) — (h) below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretion: (a) To permit Pledgee, or its representatives, upon reasonable notice given by Pledgee, to review the books and records of the entity in which an the Interest is held by Pledgor. (b) Within thirty (30) days following the close of each monthly accounting period and within sixty (60) days following the close of each fiscal year, Pledgor will provide Pledgee with copies of the entities’ (in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practices. (c) Pledgor will not consent to allow the entity in which an the Interest is held by Pledgor, directly or indirectly, to sell, transfer, or otherwise dispose of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entity. (d) Pledgor will use Pledgor’s best efforts to cause the entity in which an the Interest is held by Pledgor to maintain, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damage. (e) Pledgor will use its best efforts to cause the entity in which an the Interest is held by Pledgor to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made therefor. (f) Pledgor shall at no time cause or permit the transfer or conveyance, in any manner, of the Interest or any of the Collateral to any party or entity, provided, however, that Pledgor may grant to Huntington National Bank, a subordinate security interest in the Collateral. (g) Pledgor will defend Pledgee’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons or entities. (h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may reasonably request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunder; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.

Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee agrees, until the Liabilities have been paid and performed in full or until Pledgor’s Obligations under this Pledge Agreement have been otherwise terminated pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) Section 11 below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretionthat: (a) To permit PledgeeWithout the prior written consent of the Requisite Banks, Pledgor shall not sell, assign, transfer, pledge, or its representatives, upon reasonable notice given by Pledgee, otherwise encumber any of Pledgor’s rights in or to review the books and records of Pledged Collateral or the entity in which an Interest is held by PledgorTransferred Assets or any unpaid dividends or other distributions or payments with respect thereto or ▇▇▇▇▇ ▇ ▇▇▇▇ therein. (b) Within thirty (30) days following Without the close prior written consent of each monthly accounting period and within sixty (60) days following the close of each fiscal yearRequisite Banks, Pledgor will provide Pledgee with copies shall not sell, assign, transfer, pledge or otherwise encumber any of Pledgor’s rights in or to the entities’ (in which an Interest is held Transferred Assets or ▇▇▇▇▇ ▇ ▇▇▇▇ therein except as otherwise permitted by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practicesthis Pledge Agreement. (c) Pledgor will not consent shall, at Pledgor’s own expense, promptly execute, acknowledge, and deliver all such instruments and take all such action, and cause TMCL to allow take all such action, as Banks and Agent from time to time may reasonably request in order to ensure to Banks and Agent the entity benefits of the Lien in which an Interest is held and to the Pledged Collateral intended to be created by Pledgor, directly this Pledge Agreement and to effect the payment or indirectly, transfer of the Transferred Assets to sell, transfer, or otherwise dispose of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entityBanks and Agent. (d) Pledgor will use Pledgor’s best efforts to cause the entity in which an Interest is held by Pledgor to shall maintain, with financially sound preserve and reputable insurers, insurance with respect defend the title to its business the Pledged Collateral and properties the Lien of Banks and Agent thereon and Banks’ and Agent’s rights in and to the Transferred Assets against loss and damage the claim of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damageany other Person. (e) Pledgor will use shall, upon obtaining any additional shares of TMCL’s stock which are not already Pledged Collateral, promptly (and in any event within three (3) Business Days), deliver to the Agent or its best efforts to cause designated bailee the entity in additional shares which an Interest is held by Pledgor to pay or cause are to be paid all taxes, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made thereforpledged pursuant to this Pledge Agreement. (f) Except for the Class A Shares and the Class C Shares issued on the date first written above, the Pledgor shall at no time will not take any action which would cause or permit the transfer or conveyance, in TMCL to issue any manner, of the Interest preference shares or any other class of shares without the Collateral to any party or entityprior written consent of all Banks in each instance. (g) The Pledgor will defend Pledgee’s right, title and security interest in and not amend or consent to any amendment to the Collateral and memorandum of association or bye-laws of TMCL without the proceeds thereof against the claims and demands prior written consent of all persons or entitiesBanks in each instance. (h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunder; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.

Covenants of Pledgor. The Pledgor covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with hereby agrees: (a) — (h) belowto procure, execute and deliver from time to time any and all endorsements, assignments, financing statements, notices and other writings deemed necessary or appropriate by exercising Pledgor’s voting rights the Agent to perfect, maintain and management rights in a manner consistent with this Section 5, unless otherwise agreed protect the Security Interest and the priority thereof and to in writing by Pledgee in its sole discretion: (a) To permit Pledgee, deliver promptly to the Collateral Agent all originals of Collateral or its representatives, upon reasonable notice given by Pledgee, to review the books and records proceeds consisting of the entity in which an Interest is held by Pledgor. chattel paper or instruments; (b) Within thirty not to surrender or lose possession of (30) days following other than to the close of each monthly accounting period and within sixty (60) days following the close of each fiscal yearCollateral Agent), Pledgor will provide Pledgee with copies of the entities’ (in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practices. (c) Pledgor will not consent to allow the entity in which an Interest is held by Pledgor, directly or indirectly, to sell, transferencumber, or otherwise dispose of all or substantially all of its properties or assets, or consolidate with, merge or liquidate intotransfer, any Collateral or right or interest therein other corporation than the sale of Borrowing Base Servicing Rights as contemplated in Section 3 above; (c) at all times upon the request of the Required Banks during a Default, to account fully for and promptly to deliver to the Collateral Agent, in the form received, all Collateral or entityProceeds received, endorsed to the Collateral Agent as appropriate and accompanied by such assignments and powers, duly executed, as the Collateral Agent shall request, and until so delivered all Collateral and proceeds shall be held in trust for the Collateral Agent, separate from all other property of the Pledgor and identified as being subject to the interest of the Collateral Agent, provided that unless an Event of Default shall have occurred and be continuing, the Pledgor shall have no obligation to comply with the provisions of this sub-clause (c) with respect to the Collateral which is such by virtue of clause (c) of the definition of Collateral or with respect to the proceeds of the sale of Borrowing Base Servicing Rights so long as Section 1.05(c) of the Credit Agreement is complied with in connection with the sale or other disposition of the Borrowing Base Servicing Rights giving rise to such Proceeds; (d) at any reasonable time, upon demand by the Collateral Agent or any Bank, to exhibit and to allow inspection by the Collateral Agent or such Bank (or Persons designated by the Collateral Agent or such Bank) of the Collateral and the records concerning the Collateral (at no cost to the Pledgor unless there shall have occurred and be continuing a Default); (e) not to move its chief executive offices or any Collateral constituting goods to a new location unless (i) the Agent shall have approved such move in writing or (ii) (A) the Pledgor shall have given the Collateral Agent not less than 45 days prior notice thereof, (B) the new location shall be within one of the 50 States of the United States or the District of Columbia and (C) the Collateral Agent shall have received such evidence reasonably satisfactory to it as it may reasonably request (including acknowledgment copies of financing statements and opinions of counsel) that the Secured Party's rights with respect to the Collateral will not be adversely affected by such move; (f) to keep the Collateral insured against loss, damage, theft and other risks customarily covered by insurance, and such other risks as the Agent may reasonably request; (g) to do all acts to maintain, preserve and protect the Collateral that a prudent owner of assets of the same type as the Collateral would deem necessary or desirable therefor (including performing its obligations under Servicing Contracts); (h) not knowingly to use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any Applicable Law or any policy of insurance covering the Collateral; (i) to pay (or require to be paid) prior to their becoming delinquent all taxes, assessments, insurance premiums or other corporation charges, now or entityhereafter imposed upon or affecting any Collateral other than taxes and assessments that are being contested in good faith by appropriate proceedings, as to which adequate reserves in conformance with Generally Accepted Accounting Principles have been established and which do not constitute Liens upon the Collateral; (j) to notify the Collateral Agent before any such change shall occur of any change in the Pledgor's name, identity or structure through merger, consolidation or otherwise; (k) to appear in and defend, at the Pledgor's cost and expense, any action or proceeding which may affect its title to or the Secured Party's interest in the Collateral; (l) to keep accurate and complete records of the Collateral and to provide the Collateral Agent with such records and such reports and information relating to the Collateral as the Collateral Agent may reasonably request from time to time; (m) to comply with all laws, regulations and ordinances relating to the possession, maintenance and control of the Collateral; and (n) upon the request of the Agent, to consolidate with, merge, or liquidate into such entity. (d) Pledgor will use Pledgor’s best efforts to cause the entity in which an Interest is held by Pledgor to maintain, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damage. (e) Pledgor will use its best efforts as promptly as possible to cause obtain a GNMA Acknowledgement Agreement among the entity in which an Interest is held by Pledgor to pay or cause to be paid all taxesPledgor, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made therefor. (f) Pledgor shall at no time cause or permit the transfer or conveyance, in any manner, of the Interest or any of the Collateral to any party or entityAgent and GNMA. (g) Pledgor will defend Pledgee’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons or entities. (h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunder; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.

Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) belowThe Pledgor shall pay, by exercising Pledgor’s voting rights before any fine, penalty, interest or cost attaches thereto, all taxes, assessments and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in other governmental or non-governmental charges or levies now or hereafter assessed or levied against its sole discretion: (a) To permit PledgeePledged Shares or upon the Liens provided for herein as well as pay, or its representativescause to be paid, all claims for labor, materials or supplies which, if unpaid, might by law become a Lien (other than a Permitted Lien) thereon, and will retain copies of, and, upon reasonable notice given by Pledgeerequest, permit the Administrative Agent or any other Secured Party to review the books and records examine, receipts showing payment of any of the entity in which an Interest is held by Pledgor.foregoing; provided, that Pledgor shall not be required to pay any (b) Within thirty (30) days following The Pledgor shall give the close Administrative Agent at least 30 days' prior written notice before it changes the location of each monthly accounting period its chief executive office or the office where it keeps the Records and within sixty (60) days following shall at the close expense of each fiscal year, the Pledgor execute and deliver such instruments and documents as required to maintain a prior perfected security interest and as reasonably requested by the Administrative Agent. The Pledgor will provide Pledgee with copies of the entities’ (in which an Interest is held by Pledgor) financial statements showing the results of operations for such period hold and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used preserve all Records and will, upon reasonable request by the entities’ management Administrative Agent or any Secured party at any time during normal business hours, permit the Administrative Agent or any Secured Party to inspect and shall be prepared by make abstracts from such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practicesRecords. (c) The Pledgor will shall not consent to allow the entity in which an Interest is held by Pledgor, directly or indirectly, to sell, transfer, assign (by operation of law or otherwise) or otherwise dispose of all or substantially all any of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entitythe Collateral. (d) The Pledgor will use Pledgor’s best efforts shall not create or suffer to cause the entity in which an Interest is held by Pledgor to maintain, with financially sound and reputable insurers, insurance exist any Lien upon or with respect to its business and properties against loss and damage any of the kinds customarily insured Collateral except for the security interest created by this Agreement or the Credit Agreement, and will defend the right, title and interest of the Administrative Agent in and to the Pledgor's rights to the Collateral against by corporations the claims and demands of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damageall Persons whatsoever. (e) The Pledgor will, upon becoming aware of such event, notify the Administrative Agent promptly, in reasonable detail, (i) of any material claim made or asserted against the Collateral by any Person; (ii) of any event which could reasonably be expected to have a material adverse effect on the value of the Collateral; (iii) of any event which could reasonably be expected to have a material adverse effect on the ability of the Administrative Agent to dispose of the Collateral or the rights and remedies of the Administrative Agent; and (iv) of the occurrence of any other event which would have a material adverse effect on the Collateral or on the security interest created hereunder. (f) The Pledgor agrees that it will use its best efforts to cause the entity Issuer not to issue any stock or other securities in which an Interest is held by Pledgor addition to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before substitution for the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made thereforPledged Shares. (f) Pledgor shall at no time cause or permit the transfer or conveyance, in any manner, of the Interest or any of the Collateral to any party or entity. (g) Pledgor will defend Pledgee’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons or entities. (h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunder; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.

Covenants of Pledgor. Pledgor hereby covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretionfollows: (a) To permit Pledgeedo or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral, or and to defend, at its representativessole expense, upon reasonable notice given by Pledgee, the title to review the books Collateral and records any part of the entity in which an Interest is held by Pledgor.Collateral; (b) Within thirty (30) days following To cooperate fully with Agent’s efforts to preserve the close of each monthly accounting period Collateral and within sixty (60) days following to take such actions to preserve the close of each fiscal year, Pledgor will provide Pledgee with copies of the entities’ (Collateral as Agent may in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practices.good faith direct; (c) Pledgor will not consent To cause Company to allow the entity maintain proper books of record and account in which an Interest is full, true and correct entries are made of all dealings and transactions in relation to the Collateral and which reflect the lien of Agent on the Collateral; (d) To deliver promptly (but in any event within 2 Business Days after issuance) to Agent any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and to execute and deliver to Agent one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Agent, pursuant to which Pledgor assigns, in blank, all certificated Ownership Interests and other certificated Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by PledgorAgent as part of the Collateral; (e) To execute and deliver to the Agent such financing statements as the Agent may request with respect to the Ownership Interests, directly or indirectly, and to take such other steps as the Agent may from time to time reasonably request to perfect the Agent’s security interest in the Ownership Interests under applicable law; (f) Not to sell, transferconvey, assign, transfer or otherwise dispose of all the Collateral or substantially all any part of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entity.the Collateral; (dg) Pledgor will use Pledgor’s best efforts After the occurrence and during the continuation of an Event of Default under the Note Documents (including but not limited to cause the entity in which an Interest is held by Pledgor this Agreement), not to maintain, with financially sound and reputable insurers, insurance receive any dividend or distribution or other benefit with respect to its business Company, and properties against loss and damage not to vote, consent, waive or ratify any action taken, that would violate any of the kinds customarily insured against by corporations terms and provisions of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damage. (e) Pledgor will use its best efforts to cause the entity in which an Interest is held by Pledgor to pay or cause to be paid all taxesthis Agreement, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made therefor. (f) Pledgor shall at no time cause or permit the transfer or conveyance, in any manner, of the Interest or any of the Collateral to any party Note Documents or entity. (g) Pledgor will defend Pledgee’s right, title and security that would materially impair the position or interest of Agent in and to the Collateral and or dilute the proceeds thereof against the claims and demands of all persons or entities.Ownership Interests pledged to Agent under this Agreement; (h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Collateral, other than liens in favor of Agent; (i) That Pledgor will, upon obtaining ownership of any other Ownership Interests otherwise required to be pledged to Agent pursuant to any of the Note Documents, which Ownership Interests are not already Pledged Interests, within five (5) Business Days (or such longer period agreed to by Agent) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such additional Ownership Interests pursuant to which Pledgor shall execute pledge to Agent all of such additional Ownership Interests. Prior to the delivery thereof to Agent, all such additional Ownership Interests shall be held by Pledgor separate and deliver apart from its other property and in express trust for Agent; and (j) That Pledgor consents to the admission of Agent (and its assigns or designee) as a member, partner or stockholder of Company upon Agent’s acquisition of any of the Ownership Interests. (k) That Pledgor will not (i) take any action to cause any membership interests constituting Collateral to be executed and delivered or become a “security” within the meaning of, or to Pledgee nowbe governed by, and at any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all Article 8 (Investment Securities) of the transactions contemplated hereunder; UCC as in effect under the laws of any state having jurisdiction, (ii) “opt in” or to take any other action seeking to establish any membership interests of the Collateral as a “security” and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign (iii) certificate any membership interest of the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such requestCollateral.