Common use of Protect Collateral; Further Assurances, etc Clause in Contracts

Protect Collateral; Further Assurances, etc. Each Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, or encumber in any other manner the Collateral (except in favor of the Pledgee hereunder or as permitted in the Credit Agreement). Each Pledgor will warrant and defend the right and title herein granted unto the Pledgee in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all other Persons. Each Pledgor agrees that from time to time, at the expense of such Pledgor, it will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no Pledgor will (i) consent to any material modification, extension or alteration of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each Pledgor will advise the Pledgee promptly, in reasonable detail (i) of any Lien or claim made or asserted against any part of the Collateral, (ii) of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor or its assets which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereunder.

Protect Collateral; Further Assurances, etc. Each The Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, or encumber in any other manner the Collateral (except in favor of the Pledgee hereunder or as permitted in the Credit Agreement). Each The Pledgor will warrant and defend the right and title herein granted unto the Pledgee in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all other Persons. Each The Pledgor agrees that from time to time, at the expense of such the Pledgor, it will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each The Pledgor further covenants and agrees as follows: (a) If any the Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such the Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such the Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such the Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any the Pledgor, then such the Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such the Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no the Pledgor will not (i) consent to any material modification, extension or alteration of the terms of any membershippartnership, partnership membership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membershippartnership, partnership membership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each The Pledgor will advise the Pledgee promptly, in reasonable detail (i) of any Lien or claim made or asserted against any part of the Collateral, (ii) of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such the Pledgor or its assets which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereunder.

Protect Collateral; Further Assurances, etc. Each Pledgor covenants and agrees that it will not sell, assignassign (by operation of law or otherwise), transfer, pledge, pledge or encumber in any other manner the Collateral (except in favor or otherwise dispose of the Pledgee hereunder or as permitted in the Credit Agreement)Collateral. Each Pledgor will warrant and defend the right and title herein granted unto the to Pledgee in and to the Collateral (and all right, title, title and interest represented by the Collateral) against the claims and demands of all other PersonsPersons whomsoever. Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, it Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirablenecessary, or that the Pledgee may reasonably request, request in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, that without the prior written consent of the Pledgee, no Pledgor in its sole and absolute discretion, it will (inot permit any Pledged Interests Issuer, or vote its interest in any Pledged Interests in a way that allows any such Pledged Interests Issuer, except as permitted by Section 4.07(a) consent hereof, to make any material modificationamendments to the Organizational Documents of such Pledged Interests Issuer, extension or alteration of provided that the terms foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any membership, partnership Collateral or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each Pledgor will advise the Pledgee promptly, in reasonable detail (i) of any Lien or claim made or asserted against any part of the Collateral, (ii) of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor or its assets which could reasonably be expected to would not have a material adverse effect on effect. Pledgor agrees that, upon the aggregate value acquisition after the date hereof by Pledgor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, Pledgor will take such actions with respect to such Collateral or on any part thereof as are required to perfect the security interests created hereunderinterest hereunder with respect to such Collateral.

Protect Collateral; Further Assurances, etc. Each The Pledgor covenants and agrees that it will not sell, assignassign (by operation of law or otherwise), transfer, pledge, or encumber in any other manner or otherwise dispose of the Collateral (except in favor of the Pledgee hereunder or as permitted in by the Credit Agreement). Each The Pledgor will warrant and defend the right and title herein granted unto to the Pledgee Collateral Agent in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all other PersonsPersons whomsoever. Each The Pledgor agrees that at any time, and from time to time, at the reasonable expense of such the Pledgor, it the Pledgor will promptly execute and deliver all further instruments, and take all further action, action that may be necessary or desirable, or that the Pledgee Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby hereby, or to enable the Pledgee Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreementthat, without the prior written consent of the PledgeeCollateral Agent, no Pledgor in its sole and absolute discretion, it will not permit any Pledged Interests Issuer, or vote its interest in the Pledged Interests in a way that allows such Pledged Interests Issuer, to (ia) consent make any amendments to any material modification, extension or alteration the articles of the terms of any membership, partnership organization or operating agreement or partnership agreement or any other organic agreement of the LLCs or the Partnerships Pledged Interests Issuer, or (iib) accept a surrender of enter in any membershipother agreements which, partnership or operating agreement of any in the opinion of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each Pledgor will advise the Pledgee promptlyCollateral Agent, in reasonable detail (i) of any Lien or claim made or asserted against any part its sole and absolute discretion, will reduce the value of the Collateral. The Pledgor agrees that, (ii) upon the acquisition after the date hereof by the Pledgor of any material change in the composition of the Collateral, and (iii) of with respect to which the occurrence of any other event relating specifically security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Pledgor or its assets which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on any part thereof as required by the security interests created hereunderLoan Documents.

Protect Collateral; Further Assurances, etc. Each (a) No Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, create or encumber in suffer to exist any other manner Lien on the Collateral (except a Lien in favor of the Pledgee hereunder or as permitted in the Credit AgreementAdministrative Agent and Permitted Liens). Each Pledgor will warrant and defend the right and title herein granted unto the Pledgee Administrative Agent in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoever except the holders of Permitted Liens. (b) Promptly following any Investment made by any Pledgor in any other PersonsPerson (other than an Excluded Subsidiary that is not a Pledged Excluded Subsidiary and other than Minority Equity Interests) after the date hereof which is not described in Schedule I hereto and, in any case, not later than the next date thereafter on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 6.02(b) of the Credit Agreement, the Borrower, on behalf of such Pledgor, shall deliver a supplement to Schedule I hereto which supplement shall accurately describe such Investment, together with a certificate of a Responsible Officer certifying that, as of the date thereof and after giving effect to the supplement to such schedule delivered therewith, the representations and warranties in Article III hereof are true and correct. Following receipt by any Pledgor of any promissory note or certificate evidencing any such Investment made by any Pledgor in any such Person which has not been delivered by such Pledgor to the Administrative Agent in pledge hereunder, such Pledgor shall deliver such promissory note or other certificate to the Administrative Agent, indorsed and accompanied by instruments of transfer or assignment as contemplated by Section 2.3 hereof. (c) Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, it such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirablenecessary, or that the Pledgee Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no Pledgor will (i) consent to any material modification, extension or alteration of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (cd) Each Pledgor will advise the Pledgee promptly, in reasonable detail (i) not permit any Securities Issuer of any Lien or claim made or asserted against any part of the Collateral, (ii) of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to Pledged Equity Interests pledged by such Pledgor or its assets which could reasonably be expected hereunder to have a material adverse effect on issue any certificated Equity Interest unless the aggregate value of the Collateral or on the security interests created hereundersame.

Protect Collateral; Further Assurances, etc. Each (a) No Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, or encumber in any other manner the Collateral (except in favor of the Pledgee hereunder or as permitted in the Credit AgreementCollateral Agent). Each Pledgor will warrant and defend the right and title herein granted unto the Pledgee Collateral Agent in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. No Pledgor will permit any Issuing Company to issue any Equity Interests (including, without limitation, any non-voting Equity Interests or any Class B Units (as defined in any LLC Agreement)) (i) to such Pledgor or any other Persons. Pledgor unless the same is immediately delivered in pledge to the Collateral Agent hereunder or (ii) to any other Person (other than a Pledgor). (b) Each Pledgor agrees that from time to time, at the expense of such Pledgor, it will promptly execute and deliver all further instrumentsinstruments and documents, and take all further action, that may be necessary or desirable, or that the Pledgee Collateral Agent may reasonably request, in order to perfect perfect, protect, and protect any preserve the pledge, assignment, and security interest granted or purported to be granted hereby or to enable the Pledgee Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to Without limiting the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion generality of the Collateral (or otherwise in respect thereof)foregoing, such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no each Pledgor will (i) consent execute and file, with a copy thereof to any material modificationthe Collateral Agent, extension such financing or alteration of continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the terms of any membershipCollateral Agent may reasonably request, partnership in order to perfect and preserve the assignment and security interest granted or operating agreement of the LLCs or the Partnerships or purported to be granted hereby; and (ii) accept a surrender of any membership▇▇▇▇ conspicuously, partnership or operating agreement of any at the request of the LLCs or Collateral Agent, each of its records pertaining to the PartnershipsCollateral with a legend, as applicablein form and substance satisfactory to the Collateral Agent, or waive any breach indicating that all of or default under any its right, title, and interest in and to (A) each LLC Agreement to which it is a party, and (B) all Pledged Interests purported to be pledged and assigned by such agreement by any other party theretoPledgor hereunder, have been assigned and are subject to the security interest pursuant hereto. (c) Each Pledgor will advise hereby further authorizes the Pledgee promptlyCollateral Agent to file one or more financing or continuation statements, in reasonable detail (i) of any Lien and amendments thereto, relating to all or claim made or asserted against any part of the Collateral, (ii) Collateral without the signature of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor where permitted by law. A photocopy or its assets which could reasonably be expected to have a material adverse effect on the aggregate value other reproduction of this Agreement or any security agreement or financing statement covering the Collateral or on any part thereof shall be sufficient as a financing statement where permitted by law. (d) Each Pledgor will furnish to the security interests created hereunderCollateral Agent from time to time such statements and schedules further identifying and describing the Collateral as and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

Protect Collateral; Further Assurances, etc. Each Except for the Lien created by this Agreement, any other Collateral Document or any First Lien Collateral Document, no Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, or encumber the Collateral in any other manner the Collateral (except in favor as permitted under Section 4.16, Section 5.01 and Section 10.04 of the Pledgee hereunder or as permitted in the Credit AgreementIndenture). Each Pledgor will warrant and defend the right and title herein granted unto the Pledgee Collateral Agent in and to the Collateral (and all right, title, title and interest represented by the Collateral) against the claims and demands of all other PersonsPersons whomsoever. Each Subject to the terms of the Intercreditor Agreement, each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, it such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or or, subject to the terms of the Intercreditor Agreement, to enable the Pledgee Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Each Pledgor will not, without thirty (30) days’ prior written notice hereby authorizes the Collateral Agent to the Pledgee, (i) change its name file one or structure so as to make any more financing or other statement filed pursuant continuation statements, and amendments thereto, relative to this Pledge Agreement become seriously misleading all or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no Pledgor will (i) consent to any material modification, extension or alteration of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each Pledgor will advise the Pledgee promptly, in reasonable detail (i) of any Lien or claim made or asserted against any part of the Collateral, (ii) Collateral without the signature of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor where permitted by law. A carbon, photographic or its assets which could reasonably other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be expected sufficient as a financing statement where permitted by law. No Pledgor will permit any Pledged Share Issuer that is a Subsidiary of such Pledgor to have a material adverse effect issue any Capital Securities unless the same are pledged hereunder and all certificates or instruments representing or evidencing such Capital Securities are promptly delivered to and held by or on the aggregate value behalf of the Collateral or on the security interests created hereunderAgent as Collateral in accordance with Section 2.3.

Protect Collateral; Further Assurances, etc. Each Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, or encumber in any other manner the Collateral (except in favor of the Pledgee hereunder or as permitted in the Credit Agreement). Each Pledgor will warrant and defend the right and title herein granted unto the Pledgee in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all other Persons. Each Pledgor agrees that from time to time, at the expense of such Pledgor, it will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) : If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) . Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no Pledgor will (i) consent to any material modification, extension or alteration of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) . Each Pledgor will advise the Pledgee promptly, in reasonable detail (i) of any Lien or claim made or asserted against any part of the Collateral, (ii) of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor or its assets which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereunder.

Protect Collateral; Further Assurances, etc. Each The Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, or encumber in any other manner the Collateral (except in favor of the Pledgee hereunder or as permitted in the Credit Agreement). Each The Pledgor will warrant and defend the right and title herein granted unto the Pledgee in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all other Persons. Each The Pledgor agrees that from time to time, at the expense of such the Pledgor, it will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each The Pledgor further covenants and agrees as follows: (a) : If any the Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such the Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such the Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such the Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any the Pledgor, then such the Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such the Pledgor, as additional collateral securing the Secured Obligations. (b) . Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no the Pledgor will not (i) consent to any material modification, extension or alteration of the terms of any membershippartnership, partnership membership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membershippartnership, partnership membership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each . The Pledgor will advise the Pledgee promptly, in reasonable detail (i) of any Lien or claim made or asserted against any part of the Collateral, (ii) of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such the Pledgor or its assets which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereunder.

Protect Collateral; Further Assurances, etc. Each Pledgor agrees and covenants and agrees that it will not sell, assign, transfer, pledge, or encumber in any other manner the Collateral (except in favor of the Pledgee Collateral Trustee hereunder or as permitted in under the Credit other Priority Lien Documents and the Junior Lien Documents, subject to the Collateral Trust Agreement). Each Pledgor will warrant and defend the right and title herein granted unto the Pledgee Collateral Trustee in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all other PersonsPersons whomsoever. Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, it such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee may reasonably request, desirable in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee Collateral Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Each Pledgor will not, without thirty (30) days’ prior written notice shall from time to time file in any relevant jurisdiction any initial financing statements and amendments thereto that contain the Pledgee, (i) change its name or structure so as to make information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or other statement filed pursuant amendment relating to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no Pledgor will (i) consent to any material modification, extension or alteration of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each Pledgor will advise the Pledgee promptly, in reasonable detail (i) of any Lien or claim made or asserted against any part of the Collateral, (ii) including, without limitation, whether such Pledgor is an organization, the type of organization and any material change organizational identification number issued to such Pledgor. Such financing statements may describe the Collateral in the composition same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as is necessary, advisable or prudent to ensure the perfection of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor or its assets which could reasonably be expected to have a material adverse effect on the aggregate value of security interest in the Collateral granted to the Collateral Trustee herein, including, without limitation, describing such property as “all assets, whether now owned or on the security interests created hereunderhereafter acquired” or words of similar effect.

Protect Collateral; Further Assurances, etc. Each Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, or encumber in any other manner the Collateral (except in favor of the Pledgee hereunder or as permitted in the Credit Agreement). Each Pledgor will warrant and defend a) Defend the right and title herein granted unto the Pledgee Agent in and to the Pledged Collateral purported to be pledged by such Pledgor hereunder (and all right, title, title and interest represented or evidenced by the such Pledged Collateral) against the claims and demands of any other Person; promptly execute and deliver all further Instruments and other Persons. Each Pledgor agrees that from time assurances, and take, or cause to timebe taken, all further action, at the expense of such Pledgor, it will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee Agent may reasonably request, in order to perfect and or protect any security interest granted or purported to be granted hereby by such Pledgor under this Agreement or to enable the Pledgee Agent to exercise and or enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice Pledged Collateral purported to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) be pledged by such Pledgor hereunder; and furnish to the PledgeeAgent all such financing statements, if requiredcertificates, together with an undated stock power legal opinions and other documents, and obtain all such authorizations and approvals as the Agent may request in order to give full effect to this Agreement and to maintain, preserve, safeguard and continue at all times all or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon rights, remedies, powers and privileges of the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured ObligationsAgent under this Agreement. (b) Comply with all laws, regulations, judicial orders or decrees applicable to the Pledged Collateral or any portion thereof, and perform and observe its duties under the charter documents, by-laws, limited liability company operating agreements, or other similar governing documents with respect to the Pledged Share Issuers. (c) Keep and maintain at its own cost and expense at its principal place of business or the location where Pledged Collateral is to be kept, as indicated in Section 3.1(f), satisfactory and complete records of the Pledged Collateral including a record of all payments received and all other dealings of a material nature with the Pledged Collateral, and mark its books and records pertai▇▇▇▇ to the Pledged Collateral to evidence this Agreement and the liens and security interests granted hereby. (d) Pay promptly when due any taxes, assessments, and governmental charges or levies imposed upon the Pledged Collateral or in respect of its income or profits therefrom, as well as all claims of any kind except that no such charge need be paid if (i) the validity thereof is being diligently contested in good faith by appropriate proceedings; (ii) such proceedings do not involve any danger of the sale, forfeiture, or loss of any of the Pledged Collateral or any interest therein; and (iii) such charge is adequately reserved against in a manner acceptable to the Agent. (e) Except as otherwise expressly permitted by the Credit Agreement, without do or cause to be done all things necessary to preserve, renew and keep in full force and effect the prior written consent legal existence of each Pledgor and each Pledged Share Issuer, the Pledgeepower and authority of each Pledgor and each Pledged Share Issuer to own its property and carry on its business, no the qualification of each Pledgor will (i) consent and each Pledged Share Issuer to any material modification, extension or alteration do business in its jurisdiction of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each Pledgor will advise the Pledgee promptly, in reasonable detail (i) of any Lien or claim made or asserted against any part of the Collateral, (ii) of any material change in the composition of the Collateralorganization, and (iii) the qualification of each Pledgor and Pledged Share Issuer to do business in each other jurisdiction where such qualification is necessary, except where the occurrence of any other event relating specifically failure so to such Pledgor or its assets which could reasonably be expected to qualify would not have a material adverse effect on the aggregate value rights and interests of the Collateral or on the security interests created Agent hereunder.

Protect Collateral; Further Assurances, etc. Each Except as permitted by Sections 7.05 and 7.07 of the Revolving Credit Agreement and the Term Loan Credit Agreement and Section 4.08 of the Subordinated Indenture as in effect on date hereof, the Pledgor covenants and agrees that it will not sell, assignassign (by operation of law or otherwise), transfer, pledge, or encumber in any other manner the Collateral (except in favor or otherwise dispose of the Pledgee hereunder or as permitted in the Credit Agreement)Collateral. Each The Pledgor will warrant and defend the right and title herein granted unto to the Pledgee Collateral Agent in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all other PersonsPersons whomsoever. Each The Pledgor agrees that at any time, and from time to time, at the expense of such the Pledgor, it the Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, that without the prior written consent of the PledgeeCollateral Agent, no Pledgor in its sole and absolute discretion, it will not permit the Pledged Interests Issuer, or vote its interest in the Pledged Interests in a way that (ia) consent allows any Pledged Interests Issuer to make any material modificationamendments to the articles of organization, extension certificate of formation, operating agreement, limited liability company agreement or alteration of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating other organic agreement of any of the LLCs or the Partnerships, as applicablePledged Interests Issuer, or waive any breach of or default under any such agreement by (b) enter into any other party thereto. (c) Each Pledgor will advise the Pledgee promptlyagreements which, in reasonable detail the case of either clauses (ia) of any Lien or claim made or asserted against any part of the Collateral, (iib) of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor or its assets which could reasonably be expected to have a material adverse effect on materially reduce the aggregate value of the Collateral or on result in a Material Adverse Effect. The Pledgor agrees that, upon the acquisition after the date hereof by the Pledgor of any Collateral, with respect to which the security interests created hereunderinterest granted hereunder is not perfected automatically upon such acquisition, the Pledgor will take such actions with respect to such Collateral or any part thereof as required by the respective Loan Documents.

Protect Collateral; Further Assurances, etc. Each Except as permitted under the Second Lien Credit Agreement, no Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, or encumber in any other manner the Collateral (except in favor of the Pledgee hereunder or as permitted in the Credit Agreement)Collateral. Each Pledgor will warrant and defend the right and title herein granted unto the Pledgee Administrative Agent in and to the Collateral (and all right, title, title and interest represented by the Collateral) against the claims and demands of all other PersonsPersons whomsoever. Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, it such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee Administrative Agent may reasonably request, subject to the terms of the Intercreditor Agreement, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge the Intercreditor Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Each Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, agrees that without the prior written consent of the PledgeeAdministrative Agent, no Pledgor in its sole and absolute discretion, it will not permit any Pledged Share Issuer or Pledged Interest Issuer, or vote its interest in the Pledged Shares or the Pledged Interests in a way that allows the Pledged Share Issuer or the Pledged Interest Issuer, to (ia) consent make any amendments to any material modificationthe articles of organization, extension or alteration certificate of the terms of any membershipformation, operating agreement, limited liability company agreement, partnership agreement or operating any other organic agreement of the LLCs Pledged Share Issuer or the Partnerships Pledged Interest Issuer, or (iib) accept a surrender of enter into any membershipother agreements which, partnership or operating agreement of any in the opinion of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each Pledgor will advise the Pledgee promptlyAdministrative Agent, in reasonable detail (i) of any Lien or claim made or asserted against any part its sole and absolute discretion, will reduce the value of the Collateral. Each Pledgor agrees that, (ii) upon the acquisition after the date hereof by such Pledgor of any material change in the composition of the Collateral, and (iii) of with respect to which the occurrence of any other event relating specifically security interest granted hereunder is not perfected automatically upon such acquisition, to take such Pledgor or its assets which could reasonably be expected actions with respect to have a material adverse effect on the aggregate value of the Collateral or on any part thereof as required by the security interests created hereunderLoan Documents.

Protect Collateral; Further Assurances, etc. Each Except as permitted by Sections 7.2.10 and 7.2.11 of the Credit Agreement, the Pledgor covenants and agrees that it will not sell, assignassign (by operation of law or otherwise), transfer, pledge, or encumber in any other manner the Collateral (except in favor or otherwise dispose of the Pledgee hereunder or as permitted in the Credit Agreement)Collateral. Each The Pledgor will warrant and defend the right and title herein granted unto to the Pledgee Collateral Agent in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all other PersonsPersons whomsoever. Each The Pledgor agrees that at any time, and from time to time, at the reasonable expense of such the Pledgor, it the Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirablenecessary, or that the Pledgee Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, that without the prior written consent of the PledgeeCollateral Agent, no Pledgor in its sole and absolute discretion, it will (i) consent not permit the Pledged Interests Issuer, or vote its interest in the Pledged Interests in a way that allows any Pledged Interests Issuer, except as permitted by Section 4.7(a), to make any material modification, extension or alteration amendments to the articles of the terms of any membership, partnership organization or operating agreement, limited liability company agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating other organic agreement of any Pledged Interests Issuer. The Pledgor agrees that, upon the acquisition after the date hereof by the Pledgor of any Collateral, with respect to which the LLCs or security interest granted hereunder is not perfected automatically upon such acquisition, the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each Pledgor will advise the Pledgee promptly, in reasonable detail (i) of any Lien take such actions with respect to such Collateral or claim made or asserted against any part of thereof as required by the Collateral, (ii) of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor or its assets which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereunderLoan Documents.

Protect Collateral; Further Assurances, etc. Each (a) No Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, create or encumber in suffer to exist any other manner Lien on the Collateral (except a Lien in favor of the Pledgee hereunder or as permitted in the Credit AgreementAgent and First Priority Liens). Each Pledgor will warrant and defend the right and title herein granted unto the Pledgee Agent in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. (b) Promptly following any Investment (other Personsthan a Designated Investment) made by any Pledgor in any other Person after the date hereof which is not described in Schedule I hereto and, in any case, not later than 30 days after each such Investment, each of the Parent and the Company, on behalf of such Pledgor, shall deliver a supplement to Schedule I hereto which supplement shall accurately describe such Investment, together with a certificate of Responsible Officers certifying that, as of the date thereof and after giving effect to the supplement to such schedule delivered therewith, the representations and warranties in Article III hereof are true and correct. Following receipt by any Pledgor of any promissory note or certificate evidencing any such Investment made by any Pledgor in any such Person which has not been delivered by such Pledgor to the Agent in pledge hereunder, such Pledgor shall deliver such promissory note or other certificate to the Agent (or its bailee), indorsed and accompanied by instruments of transfer or assignment as contemplated by Section 2.3 hereof. (c) Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, it such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirablenecessary, or that the Pledgee Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to ; provided that every two years on the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion anniversary of the Collateral (or otherwise in Closing Date and within 15 days after the Agent’s request therefor, the Company shall furnish the Agent an Opinion of Counsel with respect thereof), to such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee perfection and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligationsmaintenance. (b) Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no Pledgor will (i) consent to any material modification, extension or alteration of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (cd) Each Pledgor will advise not permit any Securities Issuer of any Pledged Equity Interests pledged by such Pledgor hereunder to issue any certificated Equity Interest unless the Pledgee promptlysame (or, in reasonable detail (i) the case of any Lien or claim made or asserted against any part a Securities Issuer that is an Excluded Foreign Subsidiary, 66% of the Collateral, (iisame that are voting Equity Interests) of any material change is immediately delivered in pledge to the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor or its assets which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created Agent hereunder.

Protect Collateral; Further Assurances, etc. Each Except as permitted under the Credit Agreement, no Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, or encumber in any other manner the Collateral (except in favor of the Pledgee hereunder or as permitted in the Credit AgreementAdministrative Agent hereunder). Each Pledgor will warrant and defend the right and title herein granted unto the Pledgee Administrative Agent in and to the Collateral (and all right, title, title and interest represented by the Collateral) against the claims and demands of all other PersonsPersons whomsoever. Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, it such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, that without the prior written consent of the PledgeeAdministrative Agent, no Pledgor in its sole and absolute discretion, it will not permit any Pledged Share Issuer or Pledged Interest Issuer, or vote its interest in the Pledged Shares or the Pledged Interests in a way that allows the Pledged Share Issuer or the Pledged Interest Issuer, to (ia) consent make any amendments to any material modificationthe articles of organization, extension or alteration certificate of the terms of any membershipformation, operating agreement, limited liability company agreement, partnership agreement or operating any other organic agreement of the LLCs Pledged Share Issuer or the Partnerships Pledged Interest Issuer, or (iib) accept a surrender of enter into any membershipother agreements which, partnership or operating agreement of any in the opinion of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each Pledgor will advise the Pledgee promptlyAdministrative Agent, in reasonable detail (i) of any Lien or claim made or asserted against any part its sole and absolute discretion, will reduce the value of the Collateral. Each Pledgor agrees that, (ii) upon the acquisition after the date hereof by such Pledgor of any material change in the composition of the Collateral, and (iii) of with respect to which the occurrence of any other event relating specifically security interest granted hereunder is not perfected automatically upon such acquisition, to take such Pledgor or its assets which could reasonably be expected actions with respect to have a material adverse effect on the aggregate value of the Collateral or on any part thereof as required by the security interests created hereunderLoan Documents.

Protect Collateral; Further Assurances, etc. Each Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, or encumber in any other manner the Collateral (except in favor of the Pledgee hereunder or as permitted in the Credit Agreement). Each Pledgor will warrant and defend a) Defend the right and title herein granted unto the Pledgee Agent in and to the Pledged Collateral purported to be pledged by such Pledgor hereunder (and all right, title, title and interest represented or evidenced by the such Pledged Collateral) against the claims and demands of any other Person; promptly execute and deliver all further Instruments and other Persons. Each Pledgor agrees that from time assurances, and take, or cause to timebe taken, all further action, at the expense of such Pledgor, it will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee Agent may reasonably request, in order to perfect and or protect any security interest granted or purported to be granted hereby by such Pledgor under this Agreement or to enable the Pledgee Agent to exercise and or enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice Pledged Collateral purported to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) be pledged by such Pledgor hereunder; and furnish to the PledgeeAgent all such financing statements, if requiredcertificates, together with an undated stock power legal opinions and other documents, and obtain all such authorizations and approvals as the Agent may request in order to give full effect to this Agreement and to maintain, preserve, safeguard and continue at all times all or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon rights, remedies, powers and privileges of the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured ObligationsAgent under this Agreement. (b) Comply with all laws, regulations, judicial orders or decrees applicable to the Pledged Collateral or any portion thereof, and perform and observe its duties under the charter documents, by-laws, limited liability company operating agreements, or other similar governing documents with respect to the Pledged Share Issuers. (c) Keep and maintain at its own cost and expense at its principal place of business or the location where Pledged Collateral is to be kept, as indicated in Section 3.1(f), satisfactory and complete records of the Pledged Collateral including a record of all payments received and all other dealings of a material nature with the Pledged Collateral, and mark its books and records pert▇▇▇▇ng to the Pledged Collateral to evidence this Agreement and the liens and security interests granted hereby. (d) Pay promptly when due any taxes, assessments, and governmental charges or levies imposed upon the Pledged Collateral or in respect of its income or profits therefrom, as well as all claims of any kind except that no such charge need be paid if (i) the validity thereof is being diligently contested in good faith by appropriate proceedings; (ii) such proceedings do not involve any danger of the sale, forfeiture, or loss of any of the Pledged Collateral or any interest therein; and (iii) such charge is adequately reserved against in a manner acceptable to the Agent. (e) Except as otherwise expressly permitted by the Credit Agreement, without do or cause to be done all things necessary to preserve, renew and keep in full force and effect the prior written consent legal existence of each Pledgor and each Pledged Share Issuer, the Pledgeepower and authority of each Pledgor and each Pledged Share Issuer to own its property and carry on its business, no the qualification of each Pledgor will (i) consent and each Pledged Share Issuer to any material modification, extension or alteration do business in its jurisdiction of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each Pledgor will advise the Pledgee promptly, in reasonable detail (i) of any Lien or claim made or asserted against any part of the Collateral, (ii) of any material change in the composition of the Collateralorganization, and (iii) the qualification of each Pledgor and Pledged Share Issuer to do business in each other jurisdiction where such qualification is necessary, except where the occurrence of any other event relating specifically failure so to such Pledgor or its assets which could reasonably be expected to qualify would not have a material adverse effect on the aggregate value rights and interests of the Collateral or on the security interests created Agent hereunder.

Protect Collateral; Further Assurances, etc. Each (a) No Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, create or encumber in suffer to exist any other manner Lien on the Collateral (except a Lien in favor of the Pledgee hereunder or as permitted in the Credit AgreementAdministrative Agent). Each Pledgor will warrant and defend the right and title herein granted unto the Pledgee Administrative Agent in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. (b) Promptly following any Investment made by any Pledgor in any other PersonsPerson (other than an Excluded Subsidiary) after the date hereof which is not described in Schedule I hereto and, in any case, not later than the next date thereafter on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 6.02(b) of the Credit Agreement, the Borrower, on behalf of such Pledgor, shall deliver a supplement to Schedule I hereto which supplement shall accurately describe such Investment, together with a certificate of a Responsible Officer certifying that, as of the date thereof and after giving effect to the supplement to such schedule delivered therewith, the representations and warranties in Article III hereof are true and correct. Following receipt by any Pledgor of any promissory note or certificate evidencing any such Investment made by any Pledgor in any such Person which has not been delivered by such Pledgor to the Administrative Agent in pledge hereunder, such Pledgor shall deliver such promissory note or other certificate to the Administrative Agent, indorsed and accompanied by instruments of transfer or assignment as contemplated by Section 2.3 hereof. (c) Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, it such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirablenecessary, or that the Pledgee Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no Pledgor will (i) consent to any material modification, extension or alteration of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (cd) Each Pledgor will advise the Pledgee promptly, in reasonable detail (i) not permit any Securities Issuer of any Lien or claim made or asserted against any part of the Collateral, (ii) of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to Pledged Equity Interests pledged by such Pledgor or its assets which could reasonably be expected hereunder to have a material adverse effect on issue any certificated Equity Interest unless the aggregate value of the Collateral or on the security interests created hereundersame.

Protect Collateral; Further Assurances, etc. Each (a) No Pledgor covenants and agrees that it will not sell, assign, transfer, pledge, create or encumber in suffer to exist any other manner Lien on the Collateral (except a Lien in favor of the Pledgee hereunder or as permitted in the Credit AgreementAdministrative Agent). Each Pledgor will warrant and defend the right and title herein granted unto the Pledgee Administrative Agent in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. (b) Promptly following any Investment (other Personsthan a Designated Investment) made by any Pledgor in any other Person after the date hereof which is not described in Schedule I hereto and, in any case, not later than the next date thereafter on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 6.02(b) of the Credit Agreement, the Borrower, on behalf of such Pledgor, shall deliver a supplement to Schedule I hereto which supplement shall accurately describe such Investment, together with a certificate of Responsible Officers certifying that, as of the date thereof and after giving effect to the supplement to such schedule delivered therewith, the representations and warranties in Article III hereof are true and correct. Following receipt by any Pledgor of any promissory note or certificate evidencing any such Investment made by any Pledgor in any such Person which has not been delivered by such Pledgor to the Administrative Agent in pledge hereunder, such Pledgor shall deliver such promissory note or other certificate to the Administrative Agent, indorsed and accompanied by instruments of transfer or assignment as contemplated by Section 2.3 hereof. (c) Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, it such Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirablenecessary, or that the Pledgee Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no Pledgor will (i) consent to any material modification, extension or alteration of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membership, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (cd) Each Pledgor will advise not permit any Securities Issuer of any Pledged Equity Interests pledged by such Pledgor hereunder to issue any certificated Equity Interest unless the Pledgee promptlysame (or, in reasonable detail (i) the case of any Lien or claim made or asserted against any part a Securities Issuer that is an Excluded Foreign Subsidiary, 66% of the Collateral, (iisame that are voting Equity Interests) of any material change is immediately delivered in pledge to the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor or its assets which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created Administrative Agent hereunder.

Protect Collateral; Further Assurances, etc. Each The Pledgor covenants and agrees that it will not sell, assignassign (by operation of law or otherwise), transfer, pledge, or encumber in any other manner or otherwise dispose of the Collateral (except in favor of the Pledgee hereunder or as permitted in by the Credit AgreementIndenture). Each The Pledgor will shall warrant and defend the right and title herein granted unto the Pledgee Collateral Trustee in and to the Collateral (and all right, title, title and interest represented by the Collateral) against the claims and demands of all other PersonsPersons whomsoever. Each The Pledgor agrees that at any time, and from time to time, at the expense of such the Pledgor, it the Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Pledgee Collateral Trustee may reasonably request, in order to perfect perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Pledgee Collateral Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. The Pledgor will not, without thirty (30) days’ prior written notice to the Pledgee, (i) change its name shall not enter into any amendment or structure so as to make any financing or other statement filed pursuant to this Pledge Agreement become seriously misleading or (ii) change the jurisdiction in which it is located to other than those specified in Section 3.1.4 hereof. Each Pledgor further covenants and agrees as follows: (a) If any Pledgor shall become entitled to receive or shall receive any stock or other certificate (including any certificate representing a Dividend or a Distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition supplement to, in substitution or modification or waiver of, as a conversion of, any term or in exchange for provision of any portion Organic Document of the Collateral (or otherwise in respect thereof), such Pledgor shall accept the same as the agent of the Pledgee, hold the same in trust for the Pledgee and deliver the same forthwith to the Pledgee in the exact form received, duly endorsed (in blank) by such Pledgor to the Pledgee, if required, together with an undated stock power or other necessary instrument of transfer covering such certificate duly executed in blank by such Pledgor, to be held by the Pledgee, subject to the terms of this Pledge Agreement, as additional security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Pledged Interest Issuer shall be held by the Pledgee as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, then such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations. (b) Except as otherwise expressly permitted by the Credit Agreement, without the prior written consent of the Pledgee, no Pledgor will (i) consent to any material modification, extension or alteration of the terms of any membership, partnership or operating agreement of the LLCs or the Partnerships or (ii) accept a surrender of any membershipCompany, partnership or operating agreement of any of the LLCs or the Partnerships, as applicable, or waive any breach of or default under any such agreement by any other party thereto. (c) Each Pledgor will advise the Pledgee promptly, in reasonable detail (i) of any Lien or claim made or asserted against any part of the Collateral, (ii) of any material change in the composition of the Collateral, and (iii) of the occurrence of any other event relating specifically to such Pledgor or its assets which could reasonably be expected to have a material be materially adverse effect on to the aggregate value interests of the Collateral Trustee and the other Secured Parties. The Pledgor shall provide, or on cause the Company to provide, the Collateral Trustee with a copy of any amendment or supplement to, or modification or waiver of, any term or provision of any of Organic Document of the Company. The Pledgor agrees that, upon the acquisition after the date hereof by the Pledgor of any Collateral, with respect to which the security interests created hereunderinterest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Note Documents.